As filed with the Securities and Exchange Commission on December 14, 1998
                                                 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)


                               Assumed Options of
                     World Medial Manufacturing Corporation

                            (Full title of the plans)


                               Lawrence J. Fassler
                        Vice President of Legal Affairs,
                          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)                              308,177                 $9.31                 $2,869,127.87               $797.62
============================================================================================================================

============================================================================================================================
<FN>
(1)    Estimated  solely  for the  purpose  of  calculating  the  amount  of the
       registration  fee  pursuant  to Rule  457(h)(l),  based upon  $9.31,  the
       weighted average exercise price of $6.60 - $26.42, the exercise prices of
       options  outstanding  under the World Medical  Manufacturing  Corporation
       1996  Non-Qualified  Stock  Option  Plan  assumed  by the  Registrant  on
       December 14, 1998 and  converted  into  options to purchase  Registrant's
       Common Stock pursuant to an Agreement and Plan of Reorganization dated as
       of April 10, 1998.
</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,  Vice President of Legal Affairs,  General Counsel
and Secretary of the Company,  whose opinion is included  herewith as Exhibit 5,
holds 33,200 shares of common stock of the Company and holds options to purchase
an  additional  51,125  shares of common stock of the Company as of December 14,
1998, none of which were exercisable as of such date.

                    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>

                                  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 December 11,
1998.



                                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/ Scott J. Solano                              President, Chief Executive Officer           December 11, 1998
----------------------------------------         and Director (Principal Executive
    Scott J. Solano                              Officer)

/s/ John D. Miller                               Chief Financial Officer, Treasurer           December 11, 1998
----------------------------------------         and Director (Principal Financial and
    John D. Miller                               Accounting Officer)

/s/ George B. Borkow                             Director                                     December 11, 1998
----------------------------------------
    George B. Borkow


/s/ Craig E. Dauchy                              Director                                     December 11, 1998
----------------------------------------
    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": "FORM S-8", "secsgml_size_bytes": 16551}]
{"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": "333-68893", "film-number": "98769206"}, "business-address": {"street1": "3576 UNOCAL PLACE", "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 December 14, 1998
                                                 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)

                               Assumed Options of
                     World Medial Manufacturing Corporation

                            (Full title of the plans)

                               Lawrence J. Fassler
                        Vice President of Legal Affairs,
                          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)                              308,177                 $9.31                 $2,869,127.87               $797.62
============================================================================================================================

============================================================================================================================
(1)    Estimated  solely  for the  purpose  of  calculating  the  amount  of the
       registration  fee  pursuant  to Rule  457(h)(l),  based upon  $9.31,  the
       weighted average exercise price of $6.60 - $26.42, the exercise prices of
       options  outstanding  under the World Medical  Manufacturing  Corporation
       1996  Non-Qualified  Stock  Option  Plan  assumed  by the  Registrant  on
       December 14, 1998 and  converted  into  options to purchase  Registrant's
       Common Stock pursuant to an Agreement and Plan of Reorganization dated as
       of April 10, 1998.
================================================================================

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,  Vice President of Legal Affairs,  General Counsel
and Secretary of the Company,  whose opinion is included  herewith as Exhibit 5,
holds 33,200 shares of common stock of the Company and holds options to purchase
an  additional  51,125  shares of common stock of the Company as of December 14,
1998, none of which were exercisable as of such date.

                    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.
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 December 11,
1998.

                                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/ Scott J. Solano                              President, Chief Executive Officer           December 11, 1998
----------------------------------------         and Director (Principal Executive
    Scott J. Solano                              Officer)

/s/ John D. Miller                               Chief Financial Officer, Treasurer           December 11, 1998
----------------------------------------         and Director (Principal Financial and
    John D. Miller                               Accounting Officer)

/s/ George B. Borkow                             Director                                     December 11, 1998
----------------------------------------
    George B. Borkow

/s/ Craig E. Dauchy                              Director                                     December 11, 1998
----------------------------------------
    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)