As filed with the Securities and Exchange Commission
                                         on June 24, 1997
                                   Registration No. _____________

_______________________________________________________________________________
_______________________________________________________________________________

                                 SECURITIES AND EXCHANGE COMMISSION
                                       WASHINGTON, D.C.  20549
                                           _______________

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

                                         SHOP AT HOME, INC.
                       (Exact name of registrant as specified in its charter)

       Tennessee                                                     62-1282758
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                                         5210 Schubert Road
                                           P.O. Box 12600
                                     Knoxville, Tennessee 37921

                              (Address of Principal Executive Offices)


              SHOP AT HOME, INC. HARRIS L. BAGLEY COMMON STOCK PURCHASE OPTIONS
                                      (Full title of the plan)

<TABLE>
<CAPTION>
<S>                 <C>                                     <C>
                    Kent E. Lillie, President               Copy to:   C. Michael Norton, Esq.
                    Shop at Home, Inc.                                 Wyatt, Tarrant & Combs
                    Suite 1800                                         Nashville City Center
                    3340 Peachtree Road                                511 Union Street, Suite 1500
                    Atlanta, Georgia  30326                            Nashville, Tennessee 37219
                    (404) 848-7724                                     (615) 244-0020


           (Name, address and telephone number, including area code, of agent for service)

                    Approximate date of commencement of proposed sale to public:
             From time to time after the effective date of this Registration Statement.
</TABLE>
<TABLE>
                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
<S>                     <C>                     <C>                    <C>                    <C>
Title of                Amount                  Proposed maximum       Proposed maximum       Amount of
securities              to be                   offering price         aggregate offering     registration
to be registered        registered              per share              price                  fee
<S>                     <C>                     <C>                    <C>                    <C>
Common Stock,           50,000<F1>
$.0025 par value        shares                  $1.00                  $50,000                $15.15
</TABLE>

[FN]
<F1>  The Registrant also registers hereby such indeterminate number of
additional shares as may be required to cover antidilutive adjustments under
the Shop At Home, Inc. Harris L. Bagley Common Stock Purchase Options.

                                       1
<PAGE>

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant  hereby  incorporates  the  following documents in this
Registration Statement:

     A.   The Registrant's Annual Report on Form  10-K  for the fiscal year
ended June 30, 1996, filed with Commission on September 30, 1996;

     B.   The Registrants's Quarterly Report on Form 10-Q  for  the quarter
ended September 30, 1996, filed with the Commission on November 7, 1996;

     C.   The  Registrants's Quarterly Report on Form 10-Q for the  quarter
ended December 31, 1996, filed with the Commission on February 7, 1997;

     D.   The Registrants's  Quarterly  Report on Form 10-Q for the quarter
ended March 31, 1997, filed with the Commission on May 13, 1997;

     E.   The description of the Common Stock,  par value $.0025 per share,
of the Registrant contained in the Registration Statement on Form 8-A filed
under Section 12 of the Securities Exchange Act of 1934 with the Commission
on February 22, 1995, and any amendment or report  filed for the purpose of
updating such description; and

     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 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  this
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.

                                       2
<PAGE>

     Section  6.6 of the Registrant's  Bylaws  require  the  Registrant  to
indemnify its officers,  directors,  employees and/or agents to the maximum
extent   permitted  by  the  Tennessee  Business   Corporation   Act.   The
circumstances  under  which Tennessee law requires or permits a corporation
to indemnify its directors, officers, employees and/or agents are set forth
at T.C.A. <section>48-18-501 ET SEQ.

     Generally, under T.C.A.  <section>48-18-501 ET SEQ., a corporation may
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred  in  the proceeding if (a) he conducted
himself  in good faith, and (b) he reasonably  believed:  in  the  case  of
conduct in his official capacity with the corporation, that his conduct was
in its best  interests;  and,  in  all other cases, that his conduct was at
least  not opposed to its best interests;  and  (c)  in  the  case  of  any
criminal  proceeding, he had no reasonable cause to believe his conduct was
unlawful.

     A corporation  may  not indemnify a director: (a) in connection with a
proceeding by or in the right  of the corporation in which the director was
adjudged liable to the corporation;  or  (b)  in  connection with any other
proceeding  charging  improper  personal  benefit to him,  whether  or  not
involving action in his official capacity,  in which he was adjudged liable
on the basis that personal benefit was improperly received by him.

     Indemnification permitted in connection with a proceeding by or in the
right  of  the corporation is limited to reasonable  expenses  incurred  in
connection with the proceeding.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


ITEM 8. EXHIBITS.

     The exhibits  listed  on the Exhibit Index appearing on page 8 of this
Registration Statement are hereby incorporated by reference.


ITEM 9. 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:

          [1]   To include any prospectus required by Section  10(a)(3)  of
     the Act;

                                       3
<PAGE>

          [2]  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;

          [3]  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 1.A[1] and 1.A[2] 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.

     B.   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.

     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 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 that is incorporated by reference in
this 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  Act  of 1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant, 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

                                       4
<PAGE>

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 of 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.

                                       5
<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 Knoxville, State of Tennessee, on
June 20, 1997.


                         SHOP AT HOME, INC.


                         By /S/ KENT E. LILLIE
                            President and Chief Executive Officer


     KNOW  ALL  MEN  BY  THESE  PRESENTS,  that each person whose signature
appears below constitutes and appoints Kent  E. Lillie and Joseph Nawy, and
each of them, with the power to act without the  other, his or her true and
lawful attorney-in-facts and agents, with full power  of  substitution  and
resubstitution, for him or her, and in his or her 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
and about  the  premises, as fully and to all intents and purposes as he or
she might or could  do  in person, hereby ratifying and confirming all that
said attorneys-in-fact and  agents,  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  on  Form S-8 has been signed below by the following
persons in the capacities indicated and on the date indicated:


SIGNATURE                     TITLE                     DATE


/S/ KENT E. LILLIE       President, and Chief       June 20, 1997
Kent E. Lillie           Executive Officer
                         (Principal Executive
                         Officer), and Director

                                       6
<PAGE>


/S/ JOSEPH NAWY          Vice President-Finance     June 20, 1997
Joseph Nawy              (Principal Financial and
                         Accounting Officer)


/S/ J.D. CLINTON
J.D. Clinton             Director                   June 20, 1997


/S/ W. PAUL COWELL
W. Paul Cowell           Director                   June 20, 1997


/S/ JOSEPH I. OVERHOLT
Joseph I. Overholt       Director                   June 20, 1997


/S/ A.E. JOLLEY
A.E. Jolley              Director,                  June 20, 1997
                         Secretary/Treasurer


/S/ FRANK A. WOODS
Frank A. Woods           Director                   June 20, 1997

                                       7
<PAGE>
                         INDEX TO EXHIBITS


EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT                       PAGE

4(a)           Form of Option Agreement between
               Harris L. Bagley and the Registrant                 9

4(b)           Charter of the Registrant incorporated
               by reference to Exhibit 3.1 of the
               Registrant's report on Form 10-K for
               the fiscal year ended June 30, 1993,
               filed with the Securities and Exchange
               Commission on September 28, 1993, and
               by reference to Exhibit 4.3 of the
               Registrant's report on Form 8-K filed
               with the Securities and Exchange Commission
               on March 2, 1995.

4(c)           Bylaws of the Registrant as amended
               incorporated by reference to Exhibit 3.2
               of the Registrant's Annual Report on Form
               10-K for the fiscal year ended June 30, 1993,
               filed with the Securities and Exchange
               Commission on September 28, 1993.

4(d)           Specimen Common Stock Certificate incorporated
               by reference to Exhibit 4.8 of the Registrant's
               Registration Statement on Form S-4 filed with
               the Securities and Exchange Commission on
               January 20, 1995.

5              Opinion of Wyatt, Tarrant & Combs as
               to the legality of the Common Stock.               13

24(b)          Consent of Wyatt, Tarrant & Combs
               (included in Exhibit 5).                           13

25             Power of Attorney (included on sig-
               nature page of this Registration
               Statement).                                         6

                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15684}]
{"company-data": {"conformed-name": "SHOP AT HOME INC /TN/", "cik": "0000810029", "assigned-sic": "5961", "irs-number": "621282758", "state-of-incorporation": "TN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29909", "film-number": "97628936"}, "business-address": {"street1": "5210 SCHUBERT RD", "city": "KNOXVILLE", "state": "TN", "zip": "37912", "phone": "6156880300"}, "mail-address": {"street1": "P O BOX 12600", "city": "KNOXVILLE", "state": "TN", "zip": "37912"}}
As filed with the Securities and Exchange Commission
                                         on June 24, 1997
                                   Registration No. _____________

_______________________________________________________________________________
_______________________________________________________________________________

                                 SECURITIES AND EXCHANGE COMMISSION
                                       WASHINGTON, D.C.  20549
                                           _______________

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

                                         SHOP AT HOME, INC.
                       (Exact name of registrant as specified in its charter)

       Tennessee                                                     62-1282758
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                                         5210 Schubert Road
                                           P.O. Box 12600
                                     Knoxville, Tennessee 37921

                              (Address of Principal Executive Offices)

              SHOP AT HOME, INC. HARRIS L. BAGLEY COMMON STOCK PURCHASE OPTIONS
                                      (Full title of the plan)
Kent E. Lillie, President               Copy to:   C. Michael Norton, Esq.
                    Shop at Home, Inc.                                 Wyatt, Tarrant & Combs
                    Suite 1800                                         Nashville City Center
                    3340 Peachtree Road                                511 Union Street, Suite 1500
                    Atlanta, Georgia  30326                            Nashville, Tennessee 37219
                    (404) 848-7724                                     (615) 244-0020

           (Name, address and telephone number, including area code, of agent for service)

                    Approximate date of commencement of proposed sale to public:
             From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of                Amount                  Proposed maximum       Proposed maximum       Amount of
securities              to be                   offering price         aggregate offering     registration
to be registered        registered              per share              price                  fee
Common Stock,           50,000
$.0025 par value        shares                  $1.00                  $50,000                $15.15
[FN]
The Registrant also registers hereby such indeterminate number of
additional shares as may be required to cover antidilutive adjustments under
the Shop At Home, Inc. Harris L. Bagley Common Stock Purchase Options.

                                       1
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant  hereby  incorporates  the  following documents in this
Registration Statement:

     A.   The Registrant's Annual Report on Form  10-K  for the fiscal year
ended June 30, 1996, filed with Commission on September 30, 1996;

     B.   The Registrants's Quarterly Report on Form 10-Q  for  the quarter
ended September 30, 1996, filed with the Commission on November 7, 1996;

     C.   The  Registrants's Quarterly Report on Form 10-Q for the  quarter
ended December 31, 1996, filed with the Commission on February 7, 1997;

     D.   The Registrants's  Quarterly  Report on Form 10-Q for the quarter
ended March 31, 1997, filed with the Commission on May 13, 1997;

     E.   The description of the Common Stock,  par value $.0025 per share,
of the Registrant contained in the Registration Statement on Form 8-A filed
under Section 12 of the Securities Exchange Act of 1934 with the Commission
on February 22, 1995, and any amendment or report  filed for the purpose of
updating such description; and

     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 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  this
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.

                                       2
Section  6.6 of the Registrant's  Bylaws  require  the  Registrant  to
indemnify its officers,  directors,  employees and/or agents to the maximum
extent   permitted  by  the  Tennessee  Business   Corporation   Act.   The
circumstances  under  which Tennessee law requires or permits a corporation
to indemnify its directors, officers, employees and/or agents are set forth
at T.C.A.
48-18-501 ET SEQ.

     Generally, under T.C.A.
48-18-501 ET SEQ., a corporation may
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred  in  the proceeding if (a) he conducted
himself  in good faith, and (b) he reasonably  believed:  in  the  case  of
conduct in his official capacity with the corporation, that his conduct was
in its best  interests;  and,  in  all other cases, that his conduct was at
least  not opposed to its best interests;  and  (c)  in  the  case  of  any
criminal  proceeding, he had no reasonable cause to believe his conduct was
unlawful.

     A corporation  may  not indemnify a director: (a) in connection with a
proceeding by or in the right  of the corporation in which the director was
adjudged liable to the corporation;  or  (b)  in  connection with any other
proceeding  charging  improper  personal  benefit to him,  whether  or  not
involving action in his official capacity,  in which he was adjudged liable
on the basis that personal benefit was improperly received by him.

     Indemnification permitted in connection with a proceeding by or in the
right  of  the corporation is limited to reasonable  expenses  incurred  in
connection with the proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     The exhibits  listed  on the Exhibit Index appearing on page 8 of this
Registration Statement are hereby incorporated by reference.

ITEM 9. 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:

          [1]   To include any prospectus required by Section  10(a)(3)  of
     the Act;

                                       3
[2]  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;

          [3]  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 1.A[1] and 1.A[2] 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.

     B.   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.

     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 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 that is incorporated by reference in
this 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  Act  of 1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant, 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

                                       4
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 of 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.

                                       5
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 Knoxville, State of Tennessee, on
June 20, 1997.

                         SHOP AT HOME, INC.

                         By /S/ KENT E. LILLIE
                            President and Chief Executive Officer

     KNOW  ALL  MEN  BY  THESE  PRESENTS,  that each person whose signature
appears below constitutes and appoints Kent  E. Lillie and Joseph Nawy, and
each of them, with the power to act without the  other, his or her true and
lawful attorney-in-facts and agents, with full power  of  substitution  and
resubstitution, for him or her, and in his or her 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
and about  the  premises, as fully and to all intents and purposes as he or
she might or could  do  in person, hereby ratifying and confirming all that
said attorneys-in-fact and  agents,  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  on  Form S-8 has been signed below by the following
persons in the capacities indicated and on the date indicated:

SIGNATURE                     TITLE                     DATE

/S/ KENT E. LILLIE       President, and Chief       June 20, 1997
Kent E. Lillie           Executive Officer
                         (Principal Executive
                         Officer), and Director

                                       6
/S/ JOSEPH NAWY          Vice President-Finance     June 20, 1997
Joseph Nawy              (Principal Financial and
                         Accounting Officer)

/S/ J.D. CLINTON
J.D. Clinton             Director                   June 20, 1997

/S/ W. PAUL COWELL
W. Paul Cowell           Director                   June 20, 1997

/S/ JOSEPH I. OVERHOLT
Joseph I. Overholt       Director                   June 20, 1997

/S/ A.E. JOLLEY
A.E. Jolley              Director,                  June 20, 1997
                         Secretary/Treasurer

/S/ FRANK A. WOODS
Frank A. Woods           Director                   June 20, 1997

                                       7
INDEX TO EXHIBITS

EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT                       PAGE

4(a)           Form of Option Agreement between
               Harris L. Bagley and the Registrant                 9

4(b)           Charter of the Registrant incorporated
               by reference to Exhibit 3.1 of the
               Registrant's report on Form 10-K for
               the fiscal year ended June 30, 1993,
               filed with the Securities and Exchange
               Commission on September 28, 1993, and
               by reference to Exhibit 4.3 of the
               Registrant's report on Form 8-K filed
               with the Securities and Exchange Commission
               on March 2, 1995.

4(c)           Bylaws of the Registrant as amended
               incorporated by reference to Exhibit 3.2
               of the Registrant's Annual Report on Form
               10-K for the fiscal year ended June 30, 1993,
               filed with the Securities and Exchange
               Commission on September 28, 1993.

4(d)           Specimen Common Stock Certificate incorporated
               by reference to Exhibit 4.8 of the Registrant's
               Registration Statement on Form S-4 filed with
               the Securities and Exchange Commission on
               January 20, 1995.

5              Opinion of Wyatt, Tarrant & Combs as
               to the legality of the Common Stock.               13

24(b)          Consent of Wyatt, Tarrant & Combs
               (included in Exhibit 5).                           13

25             Power of Attorney (included on sig-
               nature page of this Registration
               Statement).                                         6

                                       8