<PAGE>
 
As filed with the Securities and Exchange Commission on June 21, 1996,
Registration No. 333-________________.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    ---------------------------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -----------------

                               AMTECH CORPORATION
             (Exact name of registrant as specified in its charter)


           Texas                                  75-2216818
(State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)             Identification No.)


                                                Steve M. York
                                          17304 Preston Road, E-100
  17304 Preston Road, E-100                 Dallas, Texas  75252
    Dallas, Texas  75252                       (214) 733-6600
 (Address, including zip code,         (Name, address, including zip code,
of principal executive offices)       and telephone number, including area
                                          code, of agent for service)


              AMTECH CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)
                       ----------------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 
========================================================================================= 
                                                   PROPOSED      PROPOSED
                                                   MAXIMUM       MAXIMUM
                                     AMOUNT        OFFERING     AGGREGATE       AMOUNT OF
TITLE OF SECURITIES                  TO BE        PRICE PER      OFFERING     REGISTRATION
 TO BE REGISTERED                 REGISTERED (1)   SHARE (2)     PRICE (2)        FEE (2)
- ------------------------------------------------------------------------------------------
<S>                              <C>              <C>         <C>             <C>
 COMMON STOCK, $.01 PAR VALUE    225,000 SHARES    $6.78      $1,524,531.25        $525.70
==========================================================================================
</TABLE>

(1)  Securities being registered consist of 225,000 shares issuable upon
     exercise of options under the Amtech Corporation 1996 Directors' Stock
     Option Plan (the "1996 Plan") as of June 14, 1996, and, pursuant to Rule
     416 of the Securities Act of 1933, as amended (the "Securities Act"), any
     additional shares of Common Stock that may be issuable pursuant to the
     antidilution provisions of the 1996 Plan.

(2)  Estimated solely for the purpose of calculating the registration fee.  The
     registration fee has been calculated in accordance with Rules 457(h) and
     457(c) under the Securities Act on the basis of, (a) in the case of 97,500
     shares registered with respect to shares that remain available for grant
     under the 1996 Plan on the date of filing this Registration Statement, the
     average of the high and low prices of the Common Stock as quoted on the
     NASDAQ National Market System on June 14, 1996, which was $8.4375; and (b)
     in the case of 127,500 shares registered with respect to options
     outstanding under the 1996 Plan with an aggregate exercise price of
     $701,875.00, the price at which the options may be exercised, which
     averages $5.5049 per share.
<PAGE>
 
                                 PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents are hereby incorporated herein by reference:

          (a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which contains audited financial statements of the Registrant for the
Registrant's latest fiscal year end.

          (b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year covered by the
annual report referred to in (a) above.

          (c) A description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission on
September 25, 1989, including any amendment or report filed for the purpose of
updating such description.

          All reports or other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 a part hereof from the date of filing of such reports and
documents.  Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such earlier 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.

          Hughes & Luce, L.L.P., Dallas, Texas, has given an opinion as to the
validity of the Common Stock being offered hereby. As of June 18, 1996, members
of Hughes & Luce, L.L.P. owned a total of approximately 205,000 shares of the
Registrant's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          As permitted by the Texas Business Corporation Act, the Registrant's
Articles of Incorporation provide that directors of the Registrant shall not be
personally liable to the Registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the Registrant or its shareholders, (ii)
any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) any transaction from which the director
derived any improper personal benefit, (iv) any act or omission where the
liability of the director is expressly provided by statute, or (v) any act
related to an unlawful stock repurchase or payment of a dividend.  In addition,
the Registrant's Articles of Incorporation and Bylaws include certain provisions
permitted by the Texas Business Corporation Act whereby directors, officers,
employees, and agents of the Registrant generally are to be indemnified against
certain liabilities to the fullest extent authorized by the Texas Business
Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                      II-1
<PAGE>
 
ITEM 8.  EXHIBITS.

          The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-6 of this Registration Statement, which Index is
incorporated herein by reference.

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;

               (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;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Exchange Act that are
     incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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

     (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 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 provisions described in Item 6 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-2
<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 Dallas, State of Texas on June 21, 1996.


                              AMTECH CORPORATION



                              By:   /s/ G. RUSSELL MORTENSON
                                    -----------------------------
                                    G. Russell Mortenson
                                    President and
                                    Chief Executive Officer

                                      II-3
<PAGE>
 
                               POWER OF ATTORNEY

     Each of the undersigned hereby appoints G. Russell Mortenson and Steve M.
York, and each of them acting individually, as his true and lawful attorneys-in-
fact and agents, with full power of substitution, for and in the name, place and
stead of the undersigned, in any and all capacities to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933, any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby or the transactions contemplated herein.

     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/ G. RUSSELL MORTENSON          President and Chief         June 21, 1996
- ---------------------------       Executive Officer and
(G. Russell Mortenson)            Director   
                                  (Principal Executive
                                  Officer)



/s/ STEVE M. YORK                 Senior Vice President,       June 21, 1996
- ---------------------------       Chief Financial Officer,
(Steve M. York)                   and Treasurer (Principal
                                  Financial and Accounting
                                  Officer)



/s/ DAVID P. COOK                 Director                     June 21, 1996
- ---------------------------                                       
(David P. Cook)



/s/ STUART M. EVANS               Director                     June 21, 1996
- ---------------------------                                   
(Stuart M. Evans)



/s/ GARY J. FERNANDES             Director                     June 21, 1996
- ---------------------------                                  
(Gary J. Fernandes)



/s/ ELMER W. JOHNSON              Director                     June 21, 1996
- ---------------------------                                   
(Elmer W. Johnson)



/s/ DR. JEREMY A. LANDT           Director                     June 21, 1996
- ---------------------------                                   
(Dr. Jeremy A. Landt)

                                      II-4
<PAGE>
 
/s/ JAMES S. MARSTON              Director                     June 21, 1996
- ---------------------------                                     
(James S. Marston)



/s/ ANTONIO R. SANCHEZ, JR.       Director                     June 21, 1996
- ---------------------------                                     
(Antonio R. Sanchez, Jr.)



/s/ JEFFREY S. WETHERELL          Director                     June 21, 1996
- ---------------------------                                     
(Jeffrey S. Wetherell)

                                      II-5
<PAGE>
 
                               INDEX TO EXHIBITS



Exhibit
Number    Description
- ------    -----------

4.1       Articles of Incorporation of the Registrant,
          together with all amendments thereto.
          Filed under exhibit number 3.1 in the
          Registrant's Registration Statement on Form
          S-1 (Commission No. 33 - 46398) and
          incorporated herein by reference.

4.2       Restated and Amended Bylaws of the Registrant,
          dated January 24, 1995, filed as Exhibit 3.2
          to the Registrant's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1994,
          and incorporated herein by reference.

5.1*      Opinion of Hughes & Luce, L.L.P. as to
          the validity of the securities being
          registered.

23.1      Consent of Hughes & Luce, L.L.P. (included
          in its opinion filed as Exhibit 5.1).

23.2*     Consent of Ernst & Young LLP.

24.1      Power of attorney (included in Part II of
          this Registration Statement).



- ----------------------
*Filed electronically herewith.

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "1996 DIRECTOR'S STOCK OPTION PLAN", "secsgml_size_bytes": 16308}]
{"company-data": {"conformed-name": "AMTECH CORP", "cik": "0000855612", "assigned-sic": "3669", "irs-number": "752216818", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06503", "film-number": "96583782"}, "business-address": {"street1": "17304 PRESTON RD STE E-100", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "2147336600"}, "mail-address": {"street1": "17304 PRESTON RD", "street2": "E-100", "city": "DALLAS", "state": "TX", "zip": "75252"}}
As filed with the Securities and Exchange Commission on June 21, 1996,
Registration No. 333-________________.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    ---------------------------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -----------------

                               AMTECH CORPORATION
             (Exact name of registrant as specified in its charter)

           Texas                                  75-2216818
(State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)             Identification No.)

                                                Steve M. York
                                          17304 Preston Road, E-100
  17304 Preston Road, E-100                 Dallas, Texas  75252
    Dallas, Texas  75252                       (214) 733-6600
 (Address, including zip code,         (Name, address, including zip code,
of principal executive offices)       and telephone number, including area
                                          code, of agent for service)

              AMTECH CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)
                       ----------------------------------

                        CALCULATION OF REGISTRATION FEE
========================================================================================= 
                                                   PROPOSED      PROPOSED
                                                   MAXIMUM       MAXIMUM
                                     AMOUNT        OFFERING     AGGREGATE       AMOUNT OF
TITLE OF SECURITIES                  TO BE        PRICE PER      OFFERING     REGISTRATION
 TO BE REGISTERED                 REGISTERED (1)   SHARE (2)     PRICE (2)        FEE (2)
- ------------------------------------------------------------------------------------------
COMMON STOCK, $.01 PAR VALUE    225,000 SHARES    $6.78      $1,524,531.25        $525.70
==========================================================================================
(1)  Securities being registered consist of 225,000 shares issuable upon
     exercise of options under the Amtech Corporation 1996 Directors' Stock
     Option Plan (the "1996 Plan") as of June 14, 1996, and, pursuant to Rule
     416 of the Securities Act of 1933, as amended (the "Securities Act"), any
     additional shares of Common Stock that may be issuable pursuant to the
     antidilution provisions of the 1996 Plan.

(2)  Estimated solely for the purpose of calculating the registration fee.  The
     registration fee has been calculated in accordance with Rules 457(h) and
     457(c) under the Securities Act on the basis of, (a) in the case of 97,500
     shares registered with respect to shares that remain available for grant
     under the 1996 Plan on the date of filing this Registration Statement, the
     average of the high and low prices of the Common Stock as quoted on the
     NASDAQ National Market System on June 14, 1996, which was $8.4375; and (b)
     in the case of 127,500 shares registered with respect to options
     outstanding under the 1996 Plan with an aggregate exercise price of
     $701,875.00, the price at which the options may be exercised, which
     averages $5.5049 per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents are hereby incorporated herein by reference:

          (a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which contains audited financial statements of the Registrant for the
Registrant's latest fiscal year end.

          (b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year covered by the
annual report referred to in (a) above.

          (c) A description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission on
September 25, 1989, including any amendment or report filed for the purpose of
updating such description.

          All reports or other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 a part hereof from the date of filing of such reports and
documents.  Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such earlier 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.

          Hughes & Luce, L.L.P., Dallas, Texas, has given an opinion as to the
validity of the Common Stock being offered hereby. As of June 18, 1996, members
of Hughes & Luce, L.L.P. owned a total of approximately 205,000 shares of the
Registrant's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          As permitted by the Texas Business Corporation Act, the Registrant's
Articles of Incorporation provide that directors of the Registrant shall not be
personally liable to the Registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the Registrant or its shareholders, (ii)
any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) any transaction from which the director
derived any improper personal benefit, (iv) any act or omission where the
liability of the director is expressly provided by statute, or (v) any act
related to an unlawful stock repurchase or payment of a dividend.  In addition,
the Registrant's Articles of Incorporation and Bylaws include certain provisions
permitted by the Texas Business Corporation Act whereby directors, officers,
employees, and agents of the Registrant generally are to be indemnified against
certain liabilities to the fullest extent authorized by the Texas Business
Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                      II-1
ITEM 8.  EXHIBITS.

          The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-6 of this Registration Statement, which Index is
incorporated herein by reference.

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;

               (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;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Exchange Act that are
     incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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

     (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 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 provisions described in Item 6 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-2
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 Dallas, State of Texas on June 21, 1996.

                              AMTECH CORPORATION

                              By:   /s/ G. RUSSELL MORTENSON
                                    -----------------------------
                                    G. Russell Mortenson
                                    President and
                                    Chief Executive Officer

                                      II-3
POWER OF ATTORNEY

     Each of the undersigned hereby appoints G. Russell Mortenson and Steve M.
York, and each of them acting individually, as his true and lawful attorneys-in-
fact and agents, with full power of substitution, for and in the name, place and
stead of the undersigned, in any and all capacities to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933, any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby or the transactions contemplated herein.

     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/ G. RUSSELL MORTENSON          President and Chief         June 21, 1996
- ---------------------------       Executive Officer and
(G. Russell Mortenson)            Director   
                                  (Principal Executive
                                  Officer)

/s/ STEVE M. YORK                 Senior Vice President,       June 21, 1996
- ---------------------------       Chief Financial Officer,
(Steve M. York)                   and Treasurer (Principal
                                  Financial and Accounting
                                  Officer)

/s/ DAVID P. COOK                 Director                     June 21, 1996
- ---------------------------                                       
(David P. Cook)

/s/ STUART M. EVANS               Director                     June 21, 1996
- ---------------------------                                   
(Stuart M. Evans)

/s/ GARY J. FERNANDES             Director                     June 21, 1996
- ---------------------------                                  
(Gary J. Fernandes)

/s/ ELMER W. JOHNSON              Director                     June 21, 1996
- ---------------------------                                   
(Elmer W. Johnson)

/s/ DR. JEREMY A. LANDT           Director                     June 21, 1996
- ---------------------------                                   
(Dr. Jeremy A. Landt)

                                      II-4
/s/ JAMES S. MARSTON              Director                     June 21, 1996
- ---------------------------                                     
(James S. Marston)

/s/ ANTONIO R. SANCHEZ, JR.       Director                     June 21, 1996
- ---------------------------                                     
(Antonio R. Sanchez, Jr.)

/s/ JEFFREY S. WETHERELL          Director                     June 21, 1996
- ---------------------------                                     
(Jeffrey S. Wetherell)

                                      II-5
INDEX TO EXHIBITS

Exhibit
Number    Description
- ------    -----------

4.1       Articles of Incorporation of the Registrant,
          together with all amendments thereto.
          Filed under exhibit number 3.1 in the
          Registrant's Registration Statement on Form
          S-1 (Commission No. 33 - 46398) and
          incorporated herein by reference.

4.2       Restated and Amended Bylaws of the Registrant,
          dated January 24, 1995, filed as Exhibit 3.2
          to the Registrant's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1994,
          and incorporated herein by reference.

5.1*      Opinion of Hughes & Luce, L.L.P. as to
          the validity of the securities being
          registered.

23.1      Consent of Hughes & Luce, L.L.P. (included
          in its opinion filed as Exhibit 5.1).

23.2*     Consent of Ernst & Young LLP.

24.1      Power of attorney (included in Part II of
          this Registration Statement).

- ----------------------
*Filed electronically herewith.

                                      II-6