As filed with the Securities and Exchange Commission on November 7, 1997
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       ARTERIAL VASCULAR ENGINEERING, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                   94-3144218
    (State of Incorporation)                (I.R.S. Employer Identification No.)

                                3576 Unocal Place
                          Santa Rosa, California 95403
                    (Address of principal executive offices)


                        1997 Employee Stock Purchase Plan
                            (Full title of the plans)

                               Lawrence J. Fassler
                          General Counsel and Secretary
                       Arterial Vascular Engineering, Inc.
                                3576 Unocal Place
                          Santa Rosa, California 95403
                                 (707) 525-0111
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
<TABLE>

                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
========================== ====================== ========================== =========================== ===========================
                                                      Proposed Maximum            Proposed Maximum
 Title of Securities to        Amount to be            Offering Price            Aggregate Offering               Amount of
      be Registered             Registered              Per Share (1)                Price (1)                 Registration Fee
========================== ====================== ========================== =========================== ===========================
<S>                              <C>                      <C>                       <C>                           <C>        
Common Stock (par value
$.001)                           1,500,000                $54.125                   $81,187,500                   $24,602.25
========================== ====================== ========================== =========================== ===========================
<FN>
================================================================================

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457(c),  based upon $54.125,  the average
     of the high and low sales prices of  Registrant's  Common Stock on November
     3, 1997, 1997, as reported on the Nasdaq National Market. 

================================================================================
</FN>
</TABLE>

     Approximate date of commencement of proposed sale to employees:  As soon as
practicable after this Registration Statement becomes effective.

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Arterial Vascular  Engineering,  Inc. (the
"Company")  with the Securities  and Exchange  Commission  are  incorporated  by
reference into this Registration Statement:

     (a) The  Company's  latest  annual  report on Form 10-K filed  pursuant  to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the  Securities  Act of 1933,  as amended  (the  "Act"),  that
contains audited  financial  statements for the Company's latest fiscal year for
which  such  statements  have  been  filed,  or  (2)  the  Company's   effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

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

     (c) The  description of the Company's  Common Stock which is contained in a
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

     All reports and other documents  subsequently filed by the Company 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  reregisters all securities then remaining  unsold,  shall be
deemed  to be  incorporated  by  reference  herein  and  to be a  part  of  this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Lawrence J. Fassler,  General  Counsel and Secretary of the Company,  whose
opinion is included herewith as Exhibit 5, holds 2,000 shares of common stock of
the Company and holds options to purchase an additional  27,500 shares of common
stock  of the  Company  as of  November  6,  1997,  of  which  6,563  were  then
exercisable.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General  Corporation Law, the Company has
broad powers to indemnify its directors and officers  against  liabilities  they
may incur in such capacities, including liabilities under the Act. The Company's
By-laws also provide that the Company shall  indemnify its directors,  officers,
employees and other agents to the fullest extent not prohibited by Delaware law.

     The Company's  Amended and Restated  Certificate of Incorporation  provides
for the  elimination  of  liability  for  monetary  damages  for  breach  of the
directors'  fiduciary  duty of care to the Company and its  stockholders.  These
provisions  do not  eliminate the  directors'  duty of care and, in  appropriate
circumstances,   equitable  remedies  such  an  injunctive  or  other  forms  of
non-monetary relief will remain available under Delaware law. In addition,  each
director will  continue to be subject to liability for breach of the  director's
duty of  loyalty  to the  Company,  for acts or  omissions  not in good faith or
involving  intentional  misconduct,  for  knowing  violations,  of law,  for any
transaction from which the director derived an improper  personal  benefit,  and
for payment of dividends or approval of stock  repurchases or  redemptions  that
are unlawful  under  Delaware  law. The  provision  does not affect a director's
responsibilities  under any other laws,  such as the federal  securities laws or
state or federal environmental laws.

     The Company has entered into an indemnification  agreement with each of its
directors and executive officers under which the Company has indemnified each of
them against  expenses and losses  incurred for claims  brought  against them by
reason of being a director or executive  officer of the Company.  In  connection
with the  litigation of certain  former  shareholders  of  Endovascular  Support
Systems, Inc., the Company has agreed to indemnify each of the individuals named
as  defendants  in such  lawsuits,  including  three  current  directors  of the
Company.  The Company has obtained directors' and officers' liability insurance,
and expects to continue to carry such insurance following this offering.

<PAGE>

                                    EXHIBITS


Exhibit
Number
------

5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)


<PAGE>


                                  UNDERTAKINGS

     1.  The undersigned registrant hereby undertakes:

         (a) 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

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

     Provided,  however,  that paragraphs (a)(i) and (a)(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 that are incorporated
by reference in the registration statement.

         (b) 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  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) 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.

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

     3. Insofar as indemnification  for liabilities arising under the Securities
Exchange  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, as amended, the
Company 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 Santa Rosa, State of California, on November 3, 1997.


                                  ARTERIAL VASCULAR ENGINEERING, INC.



                                  By:      /s/ Scott J. Solano
                                           -------------------------------------
                                           Scott J. Solano
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Scott J. Solano and Lawrence J. Fassler,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.
<TABLE>

     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.
<CAPTION>

Signature                                                       Title                                 Date

<S>                                                  <C>                                         <C> 
/s/ Bradly A. Jendersee                              Chairman of the Board of                    November 3, 1997
--------------------------------------------         Directors
Bradly A. Jendersee                                  


/s/ Scott J. Solano                                  President, Chief Executive Officer          November 3, 1997
--------------------------------------------         and Director (Principal Executive Officer)
Scott J. Solano                                      


/s/ John D. Miller                                   Vice President of Finance, Chief            November 3, 1997
--------------------------------------------         Financial Officer, Treasurer and  
John D. Miller                                       Director (Principal Financial and 
                                                     Accounting Officer)               
                                                     

/s/ Simon H. Stertzer                                Director                                    November 3, 1997
--------------------------------------------
Simon H. Stertzer


/s/ Craig E. Dauchy                                  Director                                    November 3, 1997
--------------------------------------------
Craig E. Dauchy
</TABLE>

<PAGE>


                                    EXHIBITS


Exhibit
Number
------

5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16600}]
{"company-data": {"conformed-name": "ARTERIAL VASCULAR ENGINEERING INC", "cik": "0001007047", "assigned-sic": "3841", "irs-number": "943144218", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39779", "film-number": "97710471"}, "business-address": {"street1": "5355 SKYLANE BLVD", "city": "SANTA ROSA", "state": "CA", "zip": "95403", "phone": "7075250111"}, "mail-address": {"street1": "5355 SKYLANE", "city": "SANTA ROSA", "state": "CA", "zip": "95403"}}
As filed with the Securities and Exchange Commission on November 7, 1997
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       ARTERIAL VASCULAR ENGINEERING, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                   94-3144218
    (State of Incorporation)                (I.R.S. Employer Identification No.)

                                3576 Unocal Place
                          Santa Rosa, California 95403
                    (Address of principal executive offices)

                        1997 Employee Stock Purchase Plan
                            (Full title of the plans)

                               Lawrence J. Fassler
                          General Counsel and Secretary
                       Arterial Vascular Engineering, Inc.
                                3576 Unocal Place
                          Santa Rosa, California 95403
                                 (707) 525-0111
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                                   CALCULATION OF REGISTRATION FEE
========================== ====================== ========================== =========================== ===========================
                                                      Proposed Maximum            Proposed Maximum
 Title of Securities to        Amount to be            Offering Price            Aggregate Offering               Amount of
      be Registered             Registered              Per Share (1)                Price (1)                 Registration Fee
========================== ====================== ========================== =========================== ===========================
Common Stock (par value
$.001)                           1,500,000                $54.125                   $81,187,500                   $24,602.25
========================== ====================== ========================== =========================== ===========================
================================================================================

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457(c),  based upon $54.125,  the average
     of the high and low sales prices of  Registrant's  Common Stock on November
     3, 1997, 1997, as reported on the Nasdaq National Market. 

================================================================================
Approximate date of commencement of proposed sale to employees:  As soon as
practicable after this Registration Statement becomes effective.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Arterial Vascular  Engineering,  Inc. (the
"Company")  with the Securities  and Exchange  Commission  are  incorporated  by
reference into this Registration Statement:

     (a) The  Company's  latest  annual  report on Form 10-K filed  pursuant  to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the  Securities  Act of 1933,  as amended  (the  "Act"),  that
contains audited  financial  statements for the Company's latest fiscal year for
which  such  statements  have  been  filed,  or  (2)  the  Company's   effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

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

     (c) The  description of the Company's  Common Stock which is contained in a
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

     All reports and other documents  subsequently filed by the Company 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  reregisters all securities then remaining  unsold,  shall be
deemed  to be  incorporated  by  reference  herein  and  to be a  part  of  this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Lawrence J. Fassler,  General  Counsel and Secretary of the Company,  whose
opinion is included herewith as Exhibit 5, holds 2,000 shares of common stock of
the Company and holds options to purchase an additional  27,500 shares of common
stock  of the  Company  as of  November  6,  1997,  of  which  6,563  were  then
exercisable.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General  Corporation Law, the Company has
broad powers to indemnify its directors and officers  against  liabilities  they
may incur in such capacities, including liabilities under the Act. The Company's
By-laws also provide that the Company shall  indemnify its directors,  officers,
employees and other agents to the fullest extent not prohibited by Delaware law.

     The Company's  Amended and Restated  Certificate of Incorporation  provides
for the  elimination  of  liability  for  monetary  damages  for  breach  of the
directors'  fiduciary  duty of care to the Company and its  stockholders.  These
provisions  do not  eliminate the  directors'  duty of care and, in  appropriate
circumstances,   equitable  remedies  such  an  injunctive  or  other  forms  of
non-monetary relief will remain available under Delaware law. In addition,  each
director will  continue to be subject to liability for breach of the  director's
duty of  loyalty  to the  Company,  for acts or  omissions  not in good faith or
involving  intentional  misconduct,  for  knowing  violations,  of law,  for any
transaction from which the director derived an improper  personal  benefit,  and
for payment of dividends or approval of stock  repurchases or  redemptions  that
are unlawful  under  Delaware  law. The  provision  does not affect a director's
responsibilities  under any other laws,  such as the federal  securities laws or
state or federal environmental laws.

     The Company has entered into an indemnification  agreement with each of its
directors and executive officers under which the Company has indemnified each of
them against  expenses and losses  incurred for claims  brought  against them by
reason of being a director or executive  officer of the Company.  In  connection
with the  litigation of certain  former  shareholders  of  Endovascular  Support
Systems, Inc., the Company has agreed to indemnify each of the individuals named
as  defendants  in such  lawsuits,  including  three  current  directors  of the
Company.  The Company has obtained directors' and officers' liability insurance,
and expects to continue to carry such insurance following this offering.
EXHIBITS

Exhibit
Number
------

5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)
UNDERTAKINGS

     1.  The undersigned registrant hereby undertakes:

         (a) 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

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

     Provided,  however,  that paragraphs (a)(i) and (a)(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 that are incorporated
by reference in the registration statement.

         (b) 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  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) 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.

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

     3. Insofar as indemnification  for liabilities arising under the Securities
Exchange  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, as amended, the
Company 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 Santa Rosa, State of California, on November 3, 1997.

                                  ARTERIAL VASCULAR ENGINEERING, INC.

                                  By:      /s/ Scott J. Solano
                                           -------------------------------------
                                           Scott J. Solano
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Scott J. Solano and Lawrence J. Fassler,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                                       Title                                 Date
/s/ Bradly A. Jendersee                              Chairman of the Board of                    November 3, 1997
--------------------------------------------         Directors
Bradly A. Jendersee                                  

/s/ Scott J. Solano                                  President, Chief Executive Officer          November 3, 1997
--------------------------------------------         and Director (Principal Executive Officer)
Scott J. Solano                                      

/s/ John D. Miller                                   Vice President of Finance, Chief            November 3, 1997
--------------------------------------------         Financial Officer, Treasurer and  
John D. Miller                                       Director (Principal Financial and 
                                                     Accounting Officer)               
                                                     

/s/ Simon H. Stertzer                                Director                                    November 3, 1997
--------------------------------------------
Simon H. Stertzer

/s/ Craig E. Dauchy                                  Director                                    November 3, 1997
--------------------------------------------
Craig E. Dauchy
EXHIBITS

Exhibit
Number
------

5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)