As filed with the Securities and Exchange Commission on April 28, 1999
                                        Registration No. 333-____________
-------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ______________________
                                     
                                 FORM S-8
                                     
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                          ______________________

                          MANNATECH, INCORPORATED
          (Exact name of Registrant as specified in its charter)

            Texas                                  75-2508900
 (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)            Identification Number)

 600 S. Royal Lane, Suite 200
        Coppell, Texas                               75019
    (Address of Principal                          (Zip Code)
      Executive Offices)

                          MANNATECH, INCORPORATED
                          1997 Stock Option Plan
                         (Full title of the plan)
                                     
                            Charles E. Fioretti
                       600 S. Royal Lane, Suite 200
                           Coppell, Texas  75019
                  (Name and address of agent for service)
                                     
                              (972) 471-7400
       (Telephone number, including area code, of agent for service)
                          ______________________
                                     
                      CALCULATION OF REGISTRATION FEE
=========================================================================
                                     
                                  Proposed                        
                                   Maximum     Proposed           
                        Amount    Offering      Maximum           
                        to be       Price      Aggregate      Amount of
Title of Securities   Registered  Per Share    Offering     Registration
  to be Registered       (1)         (2)       Price (2)         Fee
  ----------------    ----------  ---------    ---------    ------------
Common stock, par
value $0.0001 per
share (the "Common
Stock") . . . . . .      642,000   $17.47     $11,215,740      $3,118
=========================================================================
(1)   Represents only a portion of the 2,000,000 shares of the Common
      Stock subject to options issued under the 1997 Stock Option Plan.
(2)   Estimated solely for the purpose of computing the registration fee
      pursuant to Rule 457(c) under the Securities Act of 1933, as amended
      (the "Securities Act"), and calculated on the basis of the average
      of the high and low sales prices of the Common Stock on April 26,
      1999, as reported on the Nasdaq National Market System.

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

     The documents constituting Part I of this Registration Statement on
Form S-8 (this "Registration Statement") will be sent or given to employees
of Mannatech, Incorporated (the "Company") as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933.

                                  PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, which contains audited financial statements for
the fiscal year ended December 31, 1998.

     (b)  The description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (No. 333-63133) filed with the
Commission on September 10, 1998, as amended by Amendment No. 1 thereto
filed with the Commission on October 28, 1998.

     No other reports pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), have been due or
filed since the end of the fiscal year covered by the Form 10-K referred to
in (a) above.  All 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 to this Registration Statement that
indicates that all securities offered hereby have been sold or that
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 documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
modifies or supersedes such statement.  Any such 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.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The Company, a Texas corporation, is empowered by Article 2.02-1 of
the Texas Business Corporation Act (the "TBCA"), subject to the procedures
and limitations stated therein, to indemnify certain persons, including any
person who was, is or is threatened to be made a named defendant or
respondent in a threatened, pending, or completed action, suit or
proceeding because the person is or was a director or officer, against
judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses (including court costs and attorneys'
fees) actually incurred by the person in connection with the threatened,
pending, or completed action, suit or proceeding.  The Company is required
by Article 2.02-1 to indemnify a director or officer against reasonable
expenses (including court costs and attorneys' fees) incurred by such
person in connection with a threatened, pending, or completed action, suit
or proceeding in which such person is a named defendant or respondent
because such person is or was a director or officer if such person has been
wholly successful, on the merits or otherwise, in the defense of the
action, suit or proceeding.  Article 2.02-1 provides that indemnification
pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under the corporation's
articles of incorporation or any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise.  The Second Amended and Restated
Bylaws, as amended, of the Company provide for indemnification by the
Company of its directors and officers to the fullest extent permitted by
the TBCA.  In addition, the Company has, pursuant to Article 1302-7.06 of
the Texas Miscellaneous Corporation Laws Act, provided in its Articles
that, a director of the Company shall not be liable to the Company or its
shareholders for monetary damages for an act or omission in a director's
capacity as director of the Company.

     Furthermore, the Company has entered into individual indemnification
agreements with each director of the Company that contractually obligate
the Company to provide indemnification to the directors for liabilities
such directors may incur in the performance of their duties and insurance
or self-insurance in lieu thereof.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See Index to Exhibits, attached hereto on page I-1.

Item 9.   Undertakings.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
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.

     The undersigned registrant hereby undertakes:

          (1)  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.

          (2)  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 20 percent 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 (2)(i) and (2)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

          (3)  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.

          (4)  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.

                                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 this
27th day of April, 1999.

                              MANNATECH, INCORPORATED


                              By:/s/ Charles E. Fioretti
                                 ----------------------------------------
                                 Charles E. Fioretti
                                 Chairman of the Board and Chief Executive
                                 Officer

     The undersigned directors and officers of Mannatech, Incorporated
hereby constitute and appoint Charles E. Fioretti, with full power of
substitution and resubstitution, our true and lawful attorney-in-fact with
full power to execute in our name and behalf in the capacities indicated
below any and all amendments (including post-effective amendments and
amendments thereto) to this Registration Statement and to file the same,
with all exhibits thereto and other documents in connection therewith with
the Commission and hereby ratify and confirm all that such attorney-in-fact
or his substitute shall 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 below by the following persons in
the capacities and on the date indicated.

       Signature                   Title                Date
       ---------                   -----                ----


 /s/ Charles E. Fioretti      Chairman of the Board    April 27, 1999
----------------------------  and Chief Executive
Charles E. Fioretti           Officer (Principal
                              Executive Officer)


 /s/ Samuel L. Caster         President and Director   April 27, 1999
----------------------------
Samuel L. Caster


 /s/ Patrick D. Cobb          Vice President,          April 27, 1999
----------------------------  Chief Financial
Patrick D. Cobb               Officer and Director
                              (Principal Accounting
                              and Financial Officer)

/s/ Stephen D. Fenstermacher  Vice President and       April 27, 1999
----------------------------  Controller
Stephen D. Fenstermacher      (Principal Accounting
                              Officer)


 /s/ Chris T. Sullivan        Director                 April 27, 1999
----------------------------
Chris T. Sullivan


 /s/ Steven A. Barker         Director                 April 27, 1999
----------------------------
Steven A. Barker

                                     
                             INDEX TO EXHIBITS



Exhibit
Number         Description of Exhibits
-------        -----------------------

4.1       -    1997 Stock Option Plan dated May 20, 1997, incorporated
               herein by reference to Exhibit 10.1 to the Company's Form S-
               1 (File No. 333-63133) filed with the Commission on
               September 10, 1998.

4.2       -    Amended and Restated Articles of Incorporation of the
               Company, incorporated herein by reference to Exhibit 3.1 to
               the Company's Form S-1 (File No. 333-63133) filed with the
               Commission on September 10, 1998.

4.3*      -    Second Amended and Restated Bylaws of the Company.

4.4       -    Specimen Certificate for shares of the common stock,
               par value $0.0001 per share, of the Company, incorporated
               herein by reference to Exhibit 4.1 to the Company's
               Amendment No. 1 to Form S-1 (File No. 333-63133) filed with
               the Commission on October 28, 1998.

5*        -    Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1*     -    Consent of PricewaterhouseCoopers LLP.

23.2*     -    Consent of Belew Averitt LLP

23.3*     -    Consent of Akin, Gump, Strauss, Hauer & Feld L.L.P.
               (included in its opinion filed as Exhibit 5 to this
               Registration Statement)

24*       -    Power of Attorney (included on signature page of this
               Registration Statement).

*  Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16738}]
{"company-data": {"conformed-name": "MANNATECH INC", "cik": "0001056358", "assigned-sic": "2833", "irs-number": "752508900", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77227", "film-number": "99603309"}, "business-address": {"street1": "600 SOUTH ROYAL LANE", "street2": "SUITE 200", "city": "COPPELL", "state": "TX", "zip": "75019", "phone": "9724717400"}, "mail-address": {"street1": "600 SOUTH ROYAL LANE", "street2": "SUITE 200", "city": "COPPELL", "state": "TX", "zip": "75019"}}
As filed with the Securities and Exchange Commission on April 28, 1999
                                        Registration No. 333-____________
-------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ______________________
                                     
                                 FORM S-8
                                     
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                          ______________________

                          MANNATECH, INCORPORATED
          (Exact name of Registrant as specified in its charter)

            Texas                                  75-2508900
 (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)            Identification Number)

 600 S. Royal Lane, Suite 200
        Coppell, Texas                               75019
    (Address of Principal                          (Zip Code)
      Executive Offices)

                          MANNATECH, INCORPORATED
                          1997 Stock Option Plan
                         (Full title of the plan)
                                     
                            Charles E. Fioretti
                       600 S. Royal Lane, Suite 200
                           Coppell, Texas  75019
                  (Name and address of agent for service)
                                     
                              (972) 471-7400
       (Telephone number, including area code, of agent for service)
                          ______________________
                                     
                      CALCULATION OF REGISTRATION FEE
=========================================================================
                                     
                                  Proposed                        
                                   Maximum     Proposed           
                        Amount    Offering      Maximum           
                        to be       Price      Aggregate      Amount of
Title of Securities   Registered  Per Share    Offering     Registration
  to be Registered       (1)         (2)       Price (2)         Fee
  ----------------    ----------  ---------    ---------    ------------
Common stock, par
value $0.0001 per
share (the "Common
Stock") . . . . . .      642,000   $17.47     $11,215,740      $3,118
=========================================================================
(1)   Represents only a portion of the 2,000,000 shares of the Common
      Stock subject to options issued under the 1997 Stock Option Plan.
(2)   Estimated solely for the purpose of computing the registration fee
      pursuant to Rule 457(c) under the Securities Act of 1933, as amended
      (the "Securities Act"), and calculated on the basis of the average
      of the high and low sales prices of the Common Stock on April 26,
      1999, as reported on the Nasdaq National Market System.

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

     The documents constituting Part I of this Registration Statement on
Form S-8 (this "Registration Statement") will be sent or given to employees
of Mannatech, Incorporated (the "Company") as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933.

                                  PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, which contains audited financial statements for
the fiscal year ended December 31, 1998.

     (b)  The description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (No. 333-63133) filed with the
Commission on September 10, 1998, as amended by Amendment No. 1 thereto
filed with the Commission on October 28, 1998.

     No other reports pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), have been due or
filed since the end of the fiscal year covered by the Form 10-K referred to
in (a) above.  All 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 to this Registration Statement that
indicates that all securities offered hereby have been sold or that
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 documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
modifies or supersedes such statement.  Any such 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.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The Company, a Texas corporation, is empowered by Article 2.02-1 of
the Texas Business Corporation Act (the "TBCA"), subject to the procedures
and limitations stated therein, to indemnify certain persons, including any
person who was, is or is threatened to be made a named defendant or
respondent in a threatened, pending, or completed action, suit or
proceeding because the person is or was a director or officer, against
judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses (including court costs and attorneys'
fees) actually incurred by the person in connection with the threatened,
pending, or completed action, suit or proceeding.  The Company is required
by Article 2.02-1 to indemnify a director or officer against reasonable
expenses (including court costs and attorneys' fees) incurred by such
person in connection with a threatened, pending, or completed action, suit
or proceeding in which such person is a named defendant or respondent
because such person is or was a director or officer if such person has been
wholly successful, on the merits or otherwise, in the defense of the
action, suit or proceeding.  Article 2.02-1 provides that indemnification
pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under the corporation's
articles of incorporation or any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise.  The Second Amended and Restated
Bylaws, as amended, of the Company provide for indemnification by the
Company of its directors and officers to the fullest extent permitted by
the TBCA.  In addition, the Company has, pursuant to Article 1302-7.06 of
the Texas Miscellaneous Corporation Laws Act, provided in its Articles
that, a director of the Company shall not be liable to the Company or its
shareholders for monetary damages for an act or omission in a director's
capacity as director of the Company.

     Furthermore, the Company has entered into individual indemnification
agreements with each director of the Company that contractually obligate
the Company to provide indemnification to the directors for liabilities
such directors may incur in the performance of their duties and insurance
or self-insurance in lieu thereof.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See Index to Exhibits, attached hereto on page I-1.

Item 9.   Undertakings.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
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.

     The undersigned registrant hereby undertakes:

          (1)  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.

          (2)  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 20 percent 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 (2)(i) and (2)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

          (3)  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.

          (4)  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.

                                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 this
27th day of April, 1999.

                              MANNATECH, INCORPORATED

                              By:/s/ Charles E. Fioretti
                                 ----------------------------------------
                                 Charles E. Fioretti
                                 Chairman of the Board and Chief Executive
                                 Officer

     The undersigned directors and officers of Mannatech, Incorporated
hereby constitute and appoint Charles E. Fioretti, with full power of
substitution and resubstitution, our true and lawful attorney-in-fact with
full power to execute in our name and behalf in the capacities indicated
below any and all amendments (including post-effective amendments and
amendments thereto) to this Registration Statement and to file the same,
with all exhibits thereto and other documents in connection therewith with
the Commission and hereby ratify and confirm all that such attorney-in-fact
or his substitute shall 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 below by the following persons in
the capacities and on the date indicated.

       Signature                   Title                Date
       ---------                   -----                ----

 /s/ Charles E. Fioretti      Chairman of the Board    April 27, 1999
----------------------------  and Chief Executive
Charles E. Fioretti           Officer (Principal
                              Executive Officer)

 /s/ Samuel L. Caster         President and Director   April 27, 1999
----------------------------
Samuel L. Caster

 /s/ Patrick D. Cobb          Vice President,          April 27, 1999
----------------------------  Chief Financial
Patrick D. Cobb               Officer and Director
                              (Principal Accounting
                              and Financial Officer)

/s/ Stephen D. Fenstermacher  Vice President and       April 27, 1999
----------------------------  Controller
Stephen D. Fenstermacher      (Principal Accounting
                              Officer)

 /s/ Chris T. Sullivan        Director                 April 27, 1999
----------------------------
Chris T. Sullivan

 /s/ Steven A. Barker         Director                 April 27, 1999
----------------------------
Steven A. Barker

                                     
                             INDEX TO EXHIBITS

Exhibit
Number         Description of Exhibits
-------        -----------------------

4.1       -    1997 Stock Option Plan dated May 20, 1997, incorporated
               herein by reference to Exhibit 10.1 to the Company's Form S-
               1 (File No. 333-63133) filed with the Commission on
               September 10, 1998.

4.2       -    Amended and Restated Articles of Incorporation of the
               Company, incorporated herein by reference to Exhibit 3.1 to
               the Company's Form S-1 (File No. 333-63133) filed with the
               Commission on September 10, 1998.

4.3*      -    Second Amended and Restated Bylaws of the Company.

4.4       -    Specimen Certificate for shares of the common stock,
               par value $0.0001 per share, of the Company, incorporated
               herein by reference to Exhibit 4.1 to the Company's
               Amendment No. 1 to Form S-1 (File No. 333-63133) filed with
               the Commission on October 28, 1998.

5*        -    Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1*     -    Consent of PricewaterhouseCoopers LLP.

23.2*     -    Consent of Belew Averitt LLP

23.3*     -    Consent of Akin, Gump, Strauss, Hauer & Feld L.L.P.
               (included in its opinion filed as Exhibit 5 to this
               Registration Statement)

24*       -    Power of Attorney (included on signature page of this
               Registration Statement).

*  Filed herewith