<PAGE>
 
           As filed with the Securities and Exchange Commission on July 17, 1997
                                                      Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                ---------------

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

                                ---------------
 
                         RATIONAL SOFTWARE CORPORATION
                         (FORMERLY VERDIX CORPORATION)
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                ---------------

          DELAWARE                                              54-1217099
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                           2800 SAN TOMAS EXPRESSWAY
                        SANTA CLARA, CALIFORNIA  95051
                                (408) 496-3600
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, 
                 OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                ---------------

                RATIONAL SOFTWARE CORPORATION 1997 SUPPLEMENTAL
                                  STOCK PLAN
                           (FULL TITLE OF THE PLAN)
 
                                ---------------

                                ROBERT T. BOND
                            SENIOR VICE PRESIDENT,
                           CHIEF OPERATING OFFICER,
                     CHIEF FINANCIAL OFFICER AND SECRETARY
                               RATIONAL SOFTWARE
                                  CORPORATION
                           2800 SAN TOMAS EXPRESSWAY
                        SANTA CLARA, CALIFORNIA  95051
                                (408) 496-3600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                ---------------
 
                                   Copy to:
                           GAIL CLAYTON HUSICK, ESQ.
                          MARTIN A. WELLINGTON, ESQ.
                       WILSON SONSINI GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                              PALO ALTO, CA 94304
                                (415) 493-9300

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================
                                           PROPOSED         PROPOSED    
                                            MAXIMUM          MAXIMUM   
      TITLE OF EACH CLASS        AMOUNT    OFFERING         AGGREGATE     AMOUNT OF 
       OF SECURITIES TO          TO BE       PRICE          OFFERING    REGISTRATION 
         BE REGISTERED         REGISTERED  PER SHARE(1)       PRICE         FEE(2)
=====================================================================================
<S>                            <C>         <C>              <C>         <C>
Rational Software Corporation                         
1997 Supplemental Stock Plan     350,000    $17.19           $6,016,500    $1,824
=====================================================================================
</TABLE>
(1) As of July 14, 1997
(2) Rounded up to the nearest dollar.
<PAGE>
 
                         RATIONAL SOFTWARE CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

            (a) The Registrant's Annual Report on Form 10-K for the year ended
March 31, 1997 as filed with the Commission.

            (b) The Registrant's Current Reports on Form 8-K dated April 7, 1997
and July 15, 1997, and Current Reports on Form 8-K/A filed on May 12, 1997 and
June 16, 1997, filed with the Commission.

            (c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form S-4 (File No. 333-29799) filed by the
Registrant with the Commission on June 25, 1997, and any amendment or report
filed hereafter for the purpose of updating such description.

         Item 1 of Registrant's Form 8-A dated May 25, 1984 as amended on Form
8-A/A dated May 25, 1995, filed with the Commission.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part hereof from the date of
filing of such 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.
         ----------------------------------------- 

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The Registrant's
Certificate of Incorporation, as amended, and Bylaws provide for indemnification
of its officers, directors, employees and 

                                      II-1
<PAGE>
 
other agents to the maximum extent permitted by the Delaware Law. In addition,
the Registrant has entered into Indemnification Agreements with its officers and
directors, the form of which is attached hereto as Exhibit 10.1.

Item 7.  Exemption from Registration Claims.
         ---------------------------------- 
 
         Not applicable.

 
Item 8.  Exhibits
         --------
 
         Exhibit      
         Number       Description

           4.1        Rational Software Corporation 1997 Supplemental Stock
                      Plan and form of Stock Option Agreement thereunder
           5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C. with
                      respect to the securities being registered
          10.1        Form of Indemnification Agreement is incorporated herein
                      by reference to Exhibit 10.01 filed with the Company's
                      Registration Statement on Form S-4 (Registration No. 
                      333-19669), filed with the Commission on January 13,
                      1997, as amended on January 17, 1997.
          23.1        Consent of Ernst & Young LLP, Independent Auditors
          23.2        Consent of Counsel (contained in Exhibit 5.1)
          24.1        Power of Attorney (see page II-4)


Item 9.  Undertakings
         ------------

         (a) Rule 415 Offering.  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 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 registration statement is on Form S-3 ((S)239.13 of this chapter)
or Form S-8 ((S)239.16(b) of this chapter), and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

                                      II-2
<PAGE>
 
            (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, 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 an initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Delaware General Corporations Law, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by the
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-3
<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 Santa Clara, State of California, on July 15, 1997.


                                 RATIONAL SOFTWARE CORPORATION



                                 By:   /s/ Robert T. Bond
                                    ------------------------------
                                 Robert T. Bond
                                 Senior Vice President, Chief Operating Officer,
                                 Chief Financial Officer and Secretary


                               POWER OF ATTORNEY

   KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul D. Levy and Robert T. Bond and each
of them, jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each said
attorneys-in-fact or his substitute or substitutes, may 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:

<TABLE>
<CAPTION>

<C>                     <S>  
Date:  July 15, 1997    /s/ Michael T. Devlin
                        ---------------------------------------------------------------------
                        Michael T. Devlin, President and Director

Date:  July 15, 1997    /s/ Paul D. Levy
                        ---------------------------------------------------------------------
                        Paul D. Levy, Chairman of the Board and Chief Executive Officer

Date:  July 15, 1997    /s/ Robert T. Bond
                        ---------------------------------------------------------------------
                        Robert T. Bond, Senior Vice President, Chief Operating Officer,
                        Chief Financial Officer and Secretary

Date:  July 15, 1997    /s/ James S. Campbell
                        ---------------------------------------------------------------------
                        James S. Campbell, Director

Date:  July 15, 1997    /s/ Daniel H. Case III
                        ---------------------------------------------------------------------
                        Daniel H. Case III, Director

Date:  July 15, 1997    /s/ Leslie G. Denend
                        ---------------------------------------------------------------------
                        Leslie G. Denend, Director
</TABLE> 

                                      II-4
<PAGE>
 
<TABLE>
<CAPTION>

<C>                     <S>  
Date:  July 15, 1997    /s/ John E. Montague
                        ---------------------------------------------------------------------
                        John E. Montague, Director

Date:  July 15, 1997    /s/ Allison R. Schleicher
                        ---------------------------------------------------------------------
                        Allison R. Schleicher, Director

Date:  July 15, 1997    /s/ Timothy A. Brennan
                        ---------------------------------------------------------------------
                        Timothy A. Brennan, Vice President, Finance and Administration
                        (Principal Accounting Officer)
</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15752}]
{"company-data": {"conformed-name": "RATIONAL SOFTWARE CORP", "cik": "0000722056", "assigned-sic": "7372", "irs-number": "54121709", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31505", "film-number": "97642059"}, "business-address": {"street1": "2800 SAN TOMAS EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051-0951", "phone": "4084963600"}, "mail-address": {"street1": "2800 SAN TOMAS EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051-0951"}, "former-company": {"former-conformed-name": "VERDIX CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 17, 1997
                                                      Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                ---------------

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

                                ---------------
 
                         RATIONAL SOFTWARE CORPORATION
                         (FORMERLY VERDIX CORPORATION)
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                ---------------

          DELAWARE                                              54-1217099
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                           2800 SAN TOMAS EXPRESSWAY
                        SANTA CLARA, CALIFORNIA  95051
                                (408) 496-3600
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, 
                 OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                ---------------

                RATIONAL SOFTWARE CORPORATION 1997 SUPPLEMENTAL
                                  STOCK PLAN
                           (FULL TITLE OF THE PLAN)
 
                                ---------------

                                ROBERT T. BOND
                            SENIOR VICE PRESIDENT,
                           CHIEF OPERATING OFFICER,
                     CHIEF FINANCIAL OFFICER AND SECRETARY
                               RATIONAL SOFTWARE
                                  CORPORATION
                           2800 SAN TOMAS EXPRESSWAY
                        SANTA CLARA, CALIFORNIA  95051
                                (408) 496-3600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                ---------------
 
                                   Copy to:
                           GAIL CLAYTON HUSICK, ESQ.
                          MARTIN A. WELLINGTON, ESQ.
                       WILSON SONSINI GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                              PALO ALTO, CA 94304
                                (415) 493-9300

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

                        CALCULATION OF REGISTRATION FEE
=====================================================================================
                                           PROPOSED         PROPOSED    
                                            MAXIMUM          MAXIMUM   
      TITLE OF EACH CLASS        AMOUNT    OFFERING         AGGREGATE     AMOUNT OF 
       OF SECURITIES TO          TO BE       PRICE          OFFERING    REGISTRATION 
         BE REGISTERED         REGISTERED  PER SHARE(1)       PRICE         FEE(2)
=====================================================================================
Rational Software Corporation                         
1997 Supplemental Stock Plan     350,000    $17.19           $6,016,500    $1,824
=====================================================================================
(1) As of July 14, 1997
(2) Rounded up to the nearest dollar.
RATIONAL SOFTWARE CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

            (a) The Registrant's Annual Report on Form 10-K for the year ended
March 31, 1997 as filed with the Commission.

            (b) The Registrant's Current Reports on Form 8-K dated April 7, 1997
and July 15, 1997, and Current Reports on Form 8-K/A filed on May 12, 1997 and
June 16, 1997, filed with the Commission.

            (c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form S-4 (File No. 333-29799) filed by the
Registrant with the Commission on June 25, 1997, and any amendment or report
filed hereafter for the purpose of updating such description.

         Item 1 of Registrant's Form 8-A dated May 25, 1984 as amended on Form
8-A/A dated May 25, 1995, filed with the Commission.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part hereof from the date of
filing of such 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.
         ----------------------------------------- 

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The Registrant's
Certificate of Incorporation, as amended, and Bylaws provide for indemnification
of its officers, directors, employees and 

                                      II-1
other agents to the maximum extent permitted by the Delaware Law. In addition,
the Registrant has entered into Indemnification Agreements with its officers and
directors, the form of which is attached hereto as Exhibit 10.1.

Item 7.  Exemption from Registration Claims.
         ---------------------------------- 
 
         Not applicable.

 
Item 8.  Exhibits
         --------
 
         Exhibit      
         Number       Description

           4.1        Rational Software Corporation 1997 Supplemental Stock
                      Plan and form of Stock Option Agreement thereunder
           5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C. with
                      respect to the securities being registered
          10.1        Form of Indemnification Agreement is incorporated herein
                      by reference to Exhibit 10.01 filed with the Company's
                      Registration Statement on Form S-4 (Registration No. 
                      333-19669), filed with the Commission on January 13,
                      1997, as amended on January 17, 1997.
          23.1        Consent of Ernst & Young LLP, Independent Auditors
          23.2        Consent of Counsel (contained in Exhibit 5.1)
          24.1        Power of Attorney (see page II-4)

Item 9.  Undertakings
         ------------

         (a) Rule 415 Offering.  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 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 registration statement is on Form S-3 ((S)239.13 of this chapter)
or Form S-8 ((S)239.16(b) of this chapter), and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

                                      II-2
(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, 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 an initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Delaware General Corporations Law, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by the
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-3
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 Santa Clara, State of California, on July 15, 1997.

                                 RATIONAL SOFTWARE CORPORATION

                                 By:   /s/ Robert T. Bond
                                    ------------------------------
                                 Robert T. Bond
                                 Senior Vice President, Chief Operating Officer,
                                 Chief Financial Officer and Secretary

                               POWER OF ATTORNEY

   KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul D. Levy and Robert T. Bond and each
of them, jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and conforming all that each said
attorneys-in-fact or his substitute or substitutes, may 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:
Date:  July 15, 1997    /s/ Michael T. Devlin
                        ---------------------------------------------------------------------
                        Michael T. Devlin, President and Director

Date:  July 15, 1997    /s/ Paul D. Levy
                        ---------------------------------------------------------------------
                        Paul D. Levy, Chairman of the Board and Chief Executive Officer

Date:  July 15, 1997    /s/ Robert T. Bond
                        ---------------------------------------------------------------------
                        Robert T. Bond, Senior Vice President, Chief Operating Officer,
                        Chief Financial Officer and Secretary

Date:  July 15, 1997    /s/ James S. Campbell
                        ---------------------------------------------------------------------
                        James S. Campbell, Director

Date:  July 15, 1997    /s/ Daniel H. Case III
                        ---------------------------------------------------------------------
                        Daniel H. Case III, Director

Date:  July 15, 1997    /s/ Leslie G. Denend
                        ---------------------------------------------------------------------
                        Leslie G. Denend, Director
II-4
Date:  July 15, 1997    /s/ John E. Montague
                        ---------------------------------------------------------------------
                        John E. Montague, Director

Date:  July 15, 1997    /s/ Allison R. Schleicher
                        ---------------------------------------------------------------------
                        Allison R. Schleicher, Director

Date:  July 15, 1997    /s/ Timothy A. Brennan
                        ---------------------------------------------------------------------
                        Timothy A. Brennan, Vice President, Finance and Administration
                        (Principal Accounting Officer)
II-5