<PAGE>

     As filed with the Securities and Exchange Commission on June 2, 2000
                                                    Registration No. 333______

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          ---------------------------

                                   FORM S-8
                            Registration Statement
                       Under The Securities Act Of 1933

                          ---------------------------

                                DATA RACE, INC.
            (Exact name of registrant as specified in its charter)

                     Texas                                 74-2272363
(State or other jurisdiction of incorporation   (I.R.S. employer identification
               or organization)                            number)

                            12400 Network Boulevard
                           San Antonio, Texas 78249
         (Address, including zip code, of principal executive offices)

                         ----------------------------

                            1999 Stock Option Plan

                           (Full title of the Plans)

                        ------------------------------

                                James G. Scogin
                            12400 Network Boulevard
                           San Antonio, Texas 78249
                                (210) 263-2000
(Name, address and telephone number, including area code, of agent for service)


                         -----------------------------
<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                            Proposed         Proposed
                Title of                           Amount                    Maximum          Maximum         Amount of
               Securities                          to be                    Offering        Aggregate       Registration
            to be Registered                     Registered                 Price Per      Offering Price        Fee
                                                                              Share
====================================================================================================================================
<S>                                        <C>                              <C>            <C>                <C>
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value                  870,300 shares (1)              $ 2.33 (3)     $2,027,799  (3)    $ 535.34
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value                  129,700 shares (2)              $ 4.30 (4)     $  557,710  (4)    $ 147.24
------------------------------------------------------------------------------------------------------------------------------------
                Total                     1,000,000 shares                                                    $ 682.58
====================================================================================================================================
</TABLE>

(1) Issuable upon exercise of stock options previously granted under the 1999
    Stock Option Plan.
(2) Issuable upon exercise of stock options available to be granted under the
    1999 Stock Option Plan.
(3) For the purpose of calculating the registration fee pursuant to Rule 457(h),
    the offering price and registration fee are computed on the basis of the
    weighted average exercise price with respect to currently outstanding
    options.
(4) Pursuant to Rule 457(c), the offering price and registration fee are
    computed on the basis of the average of the high and low prices of the
    Common Stock, as reported by The Nasdaq National Market on May 23, 2000.
<PAGE>

                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated by reference in this
         Registration Statement:

         1.   The Company's Annual Report on Form 10-K for the fiscal year ended
              June 30, 1999;

         2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
              September 30, 1999;

         3.   The Company's Quarterly Report on Form 10-Q for the quarter ended
              December 31, 1999;

         4.   The Company's Quarterly Report on Form 10-Q for the Quarter ended
              March 31, 2000; and

         5.   The Company's Current Report on Form 8-K filed December 17, 1999;
              and

         6.   The description of the Company's Common Stock contained in the
              Registration Statement on Form 8-A of the Company, filed October
              5, 1992, including any amendment and report filed for the purpose
              of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates 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 such reports and documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances. In addition,
the Texas Miscellaneous Corporation Law provides that a corporation may amend
its Articles of Incorporation to provide that no director shall be liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, provided that the liability of a director
is not eliminated or limited (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) any transaction from which such director derived an improper personal
benefit, or (iv) an

                                       1
<PAGE>

act or omission for which the liability of a director is expressly provided by
an applicable statute. The Company has amended its Articles of Incorporation and
added Article Ten adopting such limitations on a director's liability. The
Company's Articles of Incorporation also provide in Article Ten, for
indemnification of directors or officers in connection with the defense or
settlement of suits brought against them in their capacities as directors or
officers of the Company, except in respect of liabilities arising from gross
negligence or willful misconduct in the performance of their duties.

         Article VIII of the Company's bylaws provides for indemnification of
any person made a party to a proceeding by reason of such person's status as a
director, officer or employee of the Company, except in respect of liabilities
arising from negligence or misconduct in the performance of their duties.

         An insurance policy obtained by the Company provides for
indemnification of officers and directors of the Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.                         Description of Exhibit
-----------                         ----------------------

5                 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (a)

23.1              Consent of KPMG LLP. (a)

23.2              Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
                  in opinion filed as Exhibit 5.1).

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


--------------------------------------------------------------------------------
(a)      Filed herewith.


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 of
                                    1933;

                           (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

                                       2
<PAGE>

                                    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
                                    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 (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the Registrant pursuant to Section 13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated by reference in the Registration
                           Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such post-
                           effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (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
                  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.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant, pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer, or
                  controlling person of the Registrant in the successful defense
                  of any action, suit, or proceeding) is asserted

                                       3
<PAGE>

                  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 of 1933 and will be governed by the final
                  adjudication of such issue.

                                       4
<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 San Antonio, State of Texas, on May 31, 2000.


                             DATA RACE, INC.

                             By:      /s/ Michael McDonnell
                                ------------------------------------------------
                                Michael McDonnell, President and Chief Executive
                                Officer

                             By:      /s/ James Scogin
                                ------------------------------------------------
                                James Scogin, Chief Financial Officer, Senior
                                Vice-President, Secretary and Treasurer
                                (Principal Financial and Accounting Officer)


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Data Race, Inc., hereby constitute and appoint Michael McDonnell and
James Scogin, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and his name place
and stead, in any and all capacities, to execute any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all 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
and about the premises, as fully and 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 substitute or substitutes 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 below by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>

                   Name                                     Title                                 Date
                   ----                                     -----                                 ----
<S>                                         <C>                                               <C>
/s/ Michael McDonnell                       President, Chief Executive Officer and            May 31, 2000
---------------------------------------     Director
  Michael McDonnell

/s/ Jeffrey P. Blanchard                    Chairman of the Board of Directors                May 31, 2000
---------------------------------------
  Jeffrey P. Blanchard

/s/ Matthew A. Kinny                        Director                                          May 31, 2000
---------------------------------------
  Matthew A. Kenny
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>

                   Name                                     Title                                 Date
                   ----                                     -----                                 ----
<S>                                         <C>                                               <C>
/s/ George R. Grumbles                      Director                                          May 31, 2000
---------------------------------------
  George R. Grumbles

/s/ Dwight E. Lee                           Director                                          May 31, 2000
---------------------------------------
  Dwight E. Lee
</TABLE>

                                       6
<PAGE>

                                   EXHIBITS
                               INDEX TO EXHIBITS
                               -----------------

Exhibit No.                              Exhibit
-----------                              -------

 5             Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (a)

 23.1          Consent of KPMG LLP. (a)

 23.2          Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
               opinion filed as Exhibit 5.1).

 25            Power of Attorney (included on signature page of this
               Registration Statement)
_________________________________________________________________________
(a)      Filed herewith.

                                       7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20034}]
{"company-data": {"conformed-name": "DATA RACE INC", "cik": "0000890924", "assigned-sic": "3576", "irs-number": "742272363", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38450", "film-number": "648512"}, "business-address": {"street1": "12400 NETWORK BLVD", "city": "SAN ANTONIO", "state": "TX", "zip": "78249", "phone": "2102632000"}, "mail-address": {"street1": "12400 NETWORK BLVD", "city": "SAN ANTONIO", "state": "TX", "zip": "78249"}}
As filed with the Securities and Exchange Commission on June 2, 2000
                                                    Registration No. 333______

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          ---------------------------

                                   FORM S-8
                            Registration Statement
                       Under The Securities Act Of 1933

                          ---------------------------

                                DATA RACE, INC.
            (Exact name of registrant as specified in its charter)

                     Texas                                 74-2272363
(State or other jurisdiction of incorporation   (I.R.S. employer identification
               or organization)                            number)

                            12400 Network Boulevard
                           San Antonio, Texas 78249
         (Address, including zip code, of principal executive offices)

                         ----------------------------

                            1999 Stock Option Plan

                           (Full title of the Plans)

                        ------------------------------

                                James G. Scogin
                            12400 Network Boulevard
                           San Antonio, Texas 78249
                                (210) 263-2000
(Name, address and telephone number, including area code, of agent for service)

                         -----------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                            Proposed         Proposed
                Title of                           Amount                    Maximum          Maximum         Amount of
               Securities                          to be                    Offering        Aggregate       Registration
            to be Registered                     Registered                 Price Per      Offering Price        Fee
                                                                              Share
====================================================================================================================================
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value                  870,300 shares (1)              $ 2.33 (3)     $2,027,799  (3)    $ 535.34
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value                  129,700 shares (2)              $ 4.30 (4)     $  557,710  (4)    $ 147.24
------------------------------------------------------------------------------------------------------------------------------------
                Total                     1,000,000 shares                                                    $ 682.58
====================================================================================================================================
(1) Issuable upon exercise of stock options previously granted under the 1999
    Stock Option Plan.
(2) Issuable upon exercise of stock options available to be granted under the
    1999 Stock Option Plan.
(3) For the purpose of calculating the registration fee pursuant to Rule 457(h),
    the offering price and registration fee are computed on the basis of the
    weighted average exercise price with respect to currently outstanding
    options.
(4) Pursuant to Rule 457(c), the offering price and registration fee are
    computed on the basis of the average of the high and low prices of the
    Common Stock, as reported by The Nasdaq National Market on May 23, 2000.
Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated by reference in this
         Registration Statement:

         1.   The Company's Annual Report on Form 10-K for the fiscal year ended
              June 30, 1999;

         2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
              September 30, 1999;

         3.   The Company's Quarterly Report on Form 10-Q for the quarter ended
              December 31, 1999;

         4.   The Company's Quarterly Report on Form 10-Q for the Quarter ended
              March 31, 2000; and

         5.   The Company's Current Report on Form 8-K filed December 17, 1999;
              and

         6.   The description of the Company's Common Stock contained in the
              Registration Statement on Form 8-A of the Company, filed October
              5, 1992, including any amendment and report filed for the purpose
              of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates 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 such reports and documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances. In addition,
the Texas Miscellaneous Corporation Law provides that a corporation may amend
its Articles of Incorporation to provide that no director shall be liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, provided that the liability of a director
is not eliminated or limited (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) any transaction from which such director derived an improper personal
benefit, or (iv) an

                                       1
act or omission for which the liability of a director is expressly provided by
an applicable statute. The Company has amended its Articles of Incorporation and
added Article Ten adopting such limitations on a director's liability. The
Company's Articles of Incorporation also provide in Article Ten, for
indemnification of directors or officers in connection with the defense or
settlement of suits brought against them in their capacities as directors or
officers of the Company, except in respect of liabilities arising from gross
negligence or willful misconduct in the performance of their duties.

         Article VIII of the Company's bylaws provides for indemnification of
any person made a party to a proceeding by reason of such person's status as a
director, officer or employee of the Company, except in respect of liabilities
arising from negligence or misconduct in the performance of their duties.

         An insurance policy obtained by the Company provides for
indemnification of officers and directors of the Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.                         Description of Exhibit
-----------                         ----------------------

5                 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (a)

23.1              Consent of KPMG LLP. (a)

23.2              Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
                  in opinion filed as Exhibit 5.1).

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

--------------------------------------------------------------------------------
(a)      Filed herewith.

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 of
                                    1933;

                           (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

                                       2
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
                                    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 (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the Registrant pursuant to Section 13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated by reference in the Registration
                           Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such post-
                           effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (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
                  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.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant, pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer, or
                  controlling person of the Registrant in the successful defense
                  of any action, suit, or proceeding) is asserted

                                       3
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 of 1933 and will be governed by the final
                  adjudication of such issue.

                                       4
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 San Antonio, State of Texas, on May 31, 2000.

                             DATA RACE, INC.

                             By:      /s/ Michael McDonnell
                                ------------------------------------------------
                                Michael McDonnell, President and Chief Executive
                                Officer

                             By:      /s/ James Scogin
                                ------------------------------------------------
                                James Scogin, Chief Financial Officer, Senior
                                Vice-President, Secretary and Treasurer
                                (Principal Financial and Accounting Officer)

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Data Race, Inc., hereby constitute and appoint Michael McDonnell and
James Scogin, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and his name place
and stead, in any and all capacities, to execute any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all 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
and about the premises, as fully and 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 substitute or substitutes 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 below by the following persons in the
capacities and on the dates indicated below.
Name                                     Title                                 Date
                   ----                                     -----                                 ----
/s/ Michael McDonnell                       President, Chief Executive Officer and            May 31, 2000
---------------------------------------     Director
  Michael McDonnell

/s/ Jeffrey P. Blanchard                    Chairman of the Board of Directors                May 31, 2000
---------------------------------------
  Jeffrey P. Blanchard

/s/ Matthew A. Kinny                        Director                                          May 31, 2000
---------------------------------------
  Matthew A. Kenny
5
Name                                     Title                                 Date
                   ----                                     -----                                 ----
/s/ George R. Grumbles                      Director                                          May 31, 2000
---------------------------------------
  George R. Grumbles

/s/ Dwight E. Lee                           Director                                          May 31, 2000
---------------------------------------
  Dwight E. Lee
6
EXHIBITS
                               INDEX TO EXHIBITS
                               -----------------

Exhibit No.                              Exhibit
-----------                              -------

 5             Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (a)

 23.1          Consent of KPMG LLP. (a)

 23.2          Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
               opinion filed as Exhibit 5.1).

 25            Power of Attorney (included on signature page of this
               Registration Statement)
_________________________________________________________________________
(a)      Filed herewith.

                                       7