Registration No. ____________

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                      under

                           The Securities Act of 1933

                        ROSEVILLE COMMUNICATIONS COMPANY

               (Exact name of issuer as specified in its charter)

                       California                         68-0365195
         (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)               Identification No.)


                 211 Lincoln Street, Roseville California 95678

               (Address of principal executive offices) (Zip Code)

                        ROSEVILLE COMMUNICATIONS COMPANY

                        1999 RESTRICTED STOCK BONUS PLAN

                            (Full title of the plan)

                              Jed E. Solomon, Esq.
                             Cooper, White & Cooper
                        201 California Street, 17th Floor
                         San Francisco, California 94111
                     (Name and address of agent for service)

          Telephone Number, including area code, of agent for service:
                                 (415) 433-1900


<PAGE>



                         CALCULATION OF REGISTRATION FEE

                                  Proposed        Proposed          Amount of
Title of                          Maximum         Maximum           Registration
Securities to    Amount to be     Offering Price  Aggregate         Fee
be Registered    Registered       Per Share       Offering Price    (1)(2)
-------------    --------------   --------------  --------------    ------------
Common Stock     200,000 shares   $39.94          $7,988,000        $2,356.46

(1)      Estimated  pursuant to Rule 457 solely for purposes of calculating  the
         registration  fee.  Amount  of  the  Registration  Fee  was  calculated
         pursuant to Section 6(b) of the Securities Act of 1933, as amended, and
         was determined by multiplying the aggregate offering amount by .000295.

(2)      Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose
         of calculating  the  filing  fee on the  basis  of  $39.94  per  share,
         which represents  the fair market  value per share of Common  Stock of
         Roseville Communications  Company on August 1, 2000.

                        PART II INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Roseville Communications Company (the "Company") hereby incorporates by
reference in this registration statement the following documents:

     (a)     Annual Report on Form 10-K for the fiscal year ended December
31, 1999 filed with the Securities and Exchange Commission ("SEC") on March
24, 2000, as amended by Form 10K/A filed on August 2, 2000.

     (b)     All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  since the
end of the fiscal year covered by the Company document referred to in (a) above;

     (c)     The  description  of the  Company's  capital  stock filed with the
SEC on or about May 4, 1995 in Registration  Statement No.  33-58271,  and the
Articles of Incorporation  and  Amendment  thereto  which  appeared  as Exhibit
3(a) to the Quarterly Report on Form 10-Q for the quarter ended September
30, 1996.

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

Item 4.  Description of Securities.

         The class of securities to be offered is registered under Section 12 of
         the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         Section 204 of the General  Corporation  Law of the State of California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their  shareholders  for  monetary  damages for breach or alleged  breach of
directors' "duty of care." Following a California corporation's adoption of such
a  provision,  its  directors  are not  accountable  to  corporations  and their
shareholders for monetary damages for conduct constituting  negligence (or gross
negligence)  in the  exercise  of their  fiduciary  duties;  however,  directors
continue to be subject to equitable  remedies such as injunction or  rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional  misconduct or knowing  violations  of law; (3) illegal  payments of
dividends;  and (4) approval of any transaction from which a director derives an
improper personal  benefit.  The adoption of such a provision in the articles of
incorporation  also does not limit  directors'  liability for  violations of the
federal securities laws.

         Section  317  of  the   California   Law  makes  a  provision  for  the
indemnification  of  officers,  directors  and other  corporate  agents in terms
sufficiently broad to indemnify such persons, under certain  circumstances,  for
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities Act of 1933, as amended (the "Securities  Act"). The  indemnification
provided by Section 317 is not  exclusive  to the extent  additional  rights are
authorized in a corporation's articles of incorporation.

         The Company has adopted provisions in its Articles of Incorporation, as
amended,  which eliminate the personal liability of its directors to the Company
and its shareholders for monetary damages for breach of the directors' fiduciary
duties in certain  circumstances  and  authorize  the Company to  indemnify  its
officers, directors and other agents to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

         See Exhibit Index on page 8.

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 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.

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

         (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)     Filings Incorporating Subsequent Exchange Act Documents by
                 Reference.
                 ---------------------------------------------------------------

         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 that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)     Regulation S-K Item 512(h) Undertaking for Registration
                 Statement on Form S-8.
                  --------------------------------------------------------------
         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the 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  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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Roseville, State of California, on this 2nd day
of August, 2000.

                                   ROSEVILLE COMMUNICATIONS COMPANY



                                   By: /s/ Brian H. Strom
                                           ------------------
                                           Brian H. Strom
                                           President and Chief Executive Officer


<PAGE>


                                   Exhibit 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that the  persons  whose  signatures
appear below constitute and appoint Brian H. Strom and Michael D. Campbell,  and
each of them, as true and lawful attorneys-in-fact 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 the Form S-8 Registration Statement
pertaining to the Roseville  Communications  Company 1999 Restricted Stock Bonus
Plan, and any or all amendments  (including  post-effective  amendments) to said
Form S-8  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 full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done, as fully 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 their 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 and these Amendments to Registration Statements have been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.  Moreover,  the  undersigned  hereby also certify that to the best of
their knowledge and belief the issuer meets all of the  requirements  for filing
on Form S-8.

Signature                                Title                           Date

/s/ Michael D. Campbell     Executive Vice President and Chief     July 31, 2000
Michael D. Campbell         Financial Officer (Principal
                            Accounting Officer)

/s/ Robert L. Doyle         Director                               July 31, 2000
Robert L. Doyle

/s/ Brian H. Strom          Director                               July 31, 2000
Brian H. Strom

/s/ Thomas E. Doyle         Director                               July 31, 2000
Thomas E. Doyle

/s/ Ralph E. Hoeper         Director                               July 31, 2000
Ralph E. Hoeper

/s/ John R. Roberts III     Director                               July 31, 2000
John R. Roberts III

/s/ Chris L. Branscum       Director                               July 31, 2000
Chris L. Branscum

/s/ Neil J. Doerhoff        Director                               July 31, 2000
Neil J. Doerhoff

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.

1-3                   Not applicable.

4                     None

5                     Opinion re legality.

6-22                  Not applicable.

23.1                  Consent of Ernst & Young LLP, Independent Auditors.
                      Found at page 10 of this registration statement.

23.2                  Independent Auditors' Consent.
                      Found at page 11 of this registration statement.

23.3                  Consent of Independent Accountants
                      Found at page 12 of this registration statement.

23.4                  Consent of Counsel.  Contained with the opinion
                      filed as Exhibit 5 hereto.

24                    Powers of attorney.  Contained in the signature
                      pages (pages 6-7) of this Form S-8 registration
                      statement.

25-98                 Not applicable.

99                    Roseville Communications Company 1999
                      Restricted Stock Bonus Plan

<PAGE>


                                    EXHIBIT 5

Roseville Communications Company
211 Lincoln Street
Roseville, CA 95678

         Re:  200,000 Shares of Common Stock of Roseville Communications Company
              Offered pursuant to the Roseville Communications Company 1999
              Restricted Stock Bonus Plan
              ---------------------------

Ladies and Gentlemen:

         We have examined the proceedings taken and the instruments  executed in
connection  with  the  organization  and  present  capitalization  of  Roseville
Communications  Company (the  "Company")  and the  reservation  for issuance and
authorization  of the sale and  issuance  from  time to time of not in excess of
200,000  shares of the  Company's  Common Stock (the  "Shares")  pursuant to the
terms of the Roseville  Communications  Company 1999 Restricted Stock Bonus Plan
(the "Plan"). The Shares are the subject of a Registration Statement on Form S-8
under the  Securities  Act of 1933,  as  amended,  which is being filed with the
Securities  and Exchange  Commission and to which this opinion is to be attached
as an exhibit.

         Upon the basis of such examination, we are of the following opinion:

         1. The authorized shares of the Company consist of 100,000,000 shares
of Common Stock.

         2. The proper  corporate  proceedings  necessary to the reservation for
issuance and the authorization of the sale and issuance from time to time of not
in excess of 200,000  shares of the Common Stock of the Company  pursuant to the
Plan have been duly taken and,  when issued  pursuant  to such plan,  the Shares
will be duly and validly issued and fully paid and nonassessable.

         3. When the  above-mentioned  registration  statement  relating  to the
Shares has become effective, all authorizations,  consents,  approvals, or other
orders of all United States regulatory  authorities required for the issuance of
the Shares will have been obtained.

         You are further  advised  that we consent to the use of this opinion as
an exhibit to the above-mentioned Registration Statement.

                                                Very truly yours,

                                                /s/ COOPER, WHITE & COOPER LLP
<PAGE>


                                  EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining to the Roseville  Communications  Company 1999 Restricted
Stock  Bonus Plan of our report  dated  February  4, 2000,  with  respect to the
consolidated  financial statements of Roseville  Communications Company included
in its Annual  Report (Form 10-K) for the year ended  December  31, 1999,  filed
with the Securities and Exchange Commission.

                                                /s/   Ernst & Young  LLP

Sacramento, California
July 27, 2000
<PAGE>




                                  EXHIBIT 23.2

                          INDEPENDENT AUDITORS' CONSENT


     We consent to the incorporation by reference in this Registration Statement
of Roseville  Communications  Company (the  "Company") on Form S-8 of our report
dated  March 8, 2000 on the  consolidated  financial  statements  of  Sacramento
Valley Limited  Partnership  and  subsidiary,  incorporated  by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

                                                /s/ DELOITTE & TOUCHE LLP

San Francisco, California
July 28, 2000
<PAGE>




                                  EXHIBIT 23.3

                       Consent of Independent Accountants


     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form  S-8 of our  report  dated  March  1,  1999  relating  to the
consolidated   financial   statements  and  financial   statement   schedule  of
Sacramento-Valley Limited Partnership, which appears in Roseville Communications
Company's  Annual Report on Form 10-K for the year ended  December 31, 1999 as
amended on August 2, 2000.

                                                /s/ PricewaterhouseCoopers LLP

San Francisco, California
July 28, 2000
<PAGE>





                                  EXHIBIT 23.4

                               CONSENT OF COUNSEL

Contained with the opinion filed as Exhibit 5 hereto and incorporated  herein by
reference.
<PAGE>





                                   EXHIBIT 99

                        ROSEVILLE COMMUNICATIONS COMPANY
                        1999 RESTRICTED STOCK BONUS PLAN

1.   Name and Purpose.

     1.1 The name of this  plan is the  Roseville  Communications  Company  1999
Restricted Stock Bonus Plan ("Plan").  The Plan is created,  adopted and will be
maintained by Roseville  Communications  Company (the  "Company") to further the
growth,  success and interests of the Company and its  Affiliates (as defined in
Section 3.1) and the  shareholders  of the Company by enabling  employees of the
Company and its Affiliates who receive an Incentive Bonus, as defined in Section
3.3 below, to acquire shares of common stock of the Company ("Shares") under the
terms and  conditions of and in accordance  with this Plan,  thereby  increasing
their direct involvement in the success of the Company.

2.   Administration of the Plan.

     2.1 This Plan shall be  administered  by the  Compensation  Committee  (the
"Committee")  of the Board of Directors of the Company which shall consist of at
least three directors, each of whom shall be a "disinterested person" within the
meaning of Rule 16b-3 promulgated under the Securities  Exchange Act of 1934, as
amended  ("Exchange  Act"),  and any successor to such rule ("Rule 16b-3").  The
Committee  may,  from time to time,  designate  one or more persons or agents to
carry out any or all of its administrative duties hereunder;  provided that none
of the duties  required to be  performed  by the  Committee  under Rule 16b-3 or
Section 2.2 of the Plan may be delegated to any other person.

     2.2 The Committee  shall have the exclusive right in its sole discretion to
determine  the number of Shares  awarded to each  participant,  to determine the
price or  prices  at which  Shares  shall be  awarded  to each  participant,  to
determine the time or times when Shares may be awarded, the time or times within
which the  Shares  may be  subject  to or  release  from  forfeiture,  all other
conditions  of an award,  and to prescribe  the form,  which shall be consistent
with this Plan, of the instruments  evidencing any award and issuance under this
Plan and the  legend,  if any,  to be affixed to the  certificates  representing
Shares issued under this Plan.  The Committee  shall  interpret the Plan, and to
the  extent  and in the  manner  contemplated  herein,  it  shall  exercise  the
discretion granted to it. The Committee shall issue from time to time such rules
and  interpretations as in its judgment are necessary in order to administer the
Plan effectively.  Each  determination or other action made or taken pursuant to
the  Plan,  including  interpretation  of the Plan and the  specific  terms  and
conditions  of any awards under the Plan shall be final and  conclusive  for all
purposes and upon all persons including  without  limitation the Company and its
Affiliates,  the Committee, the Board of Directors and the affected participants
and their respective successors in interest.

3.   Eligible Employees and Participation.

     3.1 Any officer and key employee of the Company and its Affiliates shall be
eligible to  participate  in the Plan if he or she has been awarded an Incentive
Bonus,  as  defined  in  Section  3.3.  The  term  "Affiliate"  shall  mean  any
corporation or other business  organization in which the Company owns,  directly
or  indirectly,  50% or more of the  voting  stock or capital at the time of the
granting of an award.

     3.2 No member of the Board of Directors of the Company, unless he or she is
also an  employee  of the  Company,  and no  member of the  Committee,  shall be
eligible to participate in the Plan.

     3.3 The words  "Incentive  Bonus"  shall mean an Award to an officer or key
employee either under the Incentive Compensation Program as adopted and operated
by the  Committee  and as such program may be amended  from time to time,  or in
accordance  with the terms and conditions set forth in an agreement  between the
Company and a  participant.  The  Incentive  Compensation  Program and each such
agreement  shall  contain  such  individual  corporate  and  performance  goals,
restrictions, terms and conditions as the Committee may require.

4.   Stock Portion of Incentive Bonus.

     4.1 The number of Shares  that shall be awarded to a  participant  shall be
determined by dividing a Participant's  Incentive Bonus by the Adjusted Purchase
Price of one Share.

     4.2 The  Adjusted  Purchase  Price for one  Share  shall be  determined  by
calculating  the average closing price of one Share for the ten (10) trading day
period  ending  on  the  last  day  of  the  month  preceding  the  date  of the
determination of the amount of the Incentive Bonus.

     4.3 No fractional Shares shall be awarded under the Plan. In the event that
the  determination  of the number of Shares  that a  participant  is entitled to
under the Plan results in a fractional Share, such participant shall be entitled
to the number of whole Shares that results from  rounding up such  determination
to the next larger whole Share.

5.   Shares Subject to the Plan.

     5.1 The Shares which may be awarded and issued to employees under this Plan
shall be made  available,  at the  discretion of the Board of Directors,  either
from authorized and unissued Shares of the Company or from Shares  reacquired by
the Company.

     5.2  Shares  issued to  employees  under  this Plan shall be subject to the
terms,  conditions  and  restrictions  specified  in Section 6 and to such other
terms,  conditions  and  restrictions  as the  Committee in its  discretion  may
provide.

     5.3 Subject to the provisions of the succeeding  paragraphs of this Section
5, the aggregate  number of Shares which may be issued under this Plan shall not
exceed 200,000 Shares.

     5.4 If Shares  issued  under this Plan shall be  reacquired  by the Company
pursuant to the  provisions of Section 6 hereof,  such Shares shall again become
available for issue under this Plan.

     5.5 In the event that the outstanding  Shares shall be changed by reason of
share splits or  combinations,  recapitalization  or  reorganizations,  or share
dividends, the number of Shares and the class or classes of securities which may
thereafter be issued under this Plan may be appropriately adjusted as determined
by the Committee so as to reflect such change.

6.   Transfer Restrictions.

     All Shares issued to  participants  under this Plan shall be subject to
the following restrictions:

     6.1 The Shares shall not be sold,  transferred or otherwise disposed of and
shall not be pledged or otherwise  hypothecated (and any such sale,  transfer or
other disposition,  pledge or other hypothecation being hereinafter  referred to
as "to dispose of" or a "disposition") as long as the Company has the right to a
return of the Shares as hereinafter provided in this Section 6.

     6.2 The  obligation  not to dispose of Shares  acquired under this Plan and
the right of the Company to a return of such Shares  pursuant to this  Section 6
(such  obligation  and right  being  hereinafter  in this  Section  referred  to
collectively as the  "restrictions")  shall lapse as to all Shares issued at any
one  time  on the  earliest  of (a) the  second  (2nd)  anniversary  immediately
following  the end of the Plan year for which such  Shares were  awarded;  (b) a
change in control that occurs with respect to the Company;  (c) the  termination
of the  Plan;  (d) the  expiration  of the  Company's  right to a return of such
Shares;  or (e) the  retirement of the  participant  assuming the  participant's
attainment of age 55.

     6.3 In the event that a  participant's  employment  with the Company  shall
terminate  for any  reason  other  than  death,  total  disability,  involuntary
termination,  or  retirement  of the  participant  (assuming  the  participant's
attainment of age 55) prior to the earliest of (a) the second (2nd)  anniversary
immediately  following  the end of the plan  year for  which  such  Shares  were
awarded; (b) a change in control that occurs with respect to the Company; or (c)
the termination of the Plan, the participant shall immediately forfeit any right
hereunder to receive Shares for which the  restrictions  imposed  hereunder have
not lapsed.

     6.4 In the event that a  participant's  employment  with the Company  shall
terminate by reason of death,  total  disability,  involuntary  termination,  or
retirement of the participant (assuming the participant's  attainment of age 55)
prior to the earliest of (a) the second (2nd) anniversary  immediately following
the end of the plan year for which such  Shares  were  awarded;  (b) a change in
control that occurs with respect to the Company;  or (c) the  termination of the
Plan, then the restrictions imposed on such Shares by this Section 6 shall lapse
and be of no further force and effect.

     6.5 A  change  in  control  shall be  deemed  to have  occurred  if (A) any
"person" (as such term is used in Section 13(d) and 14(d) of the Exchange  Act),
other than a trustee or other  fiduciary  holding  securities  under an employee
benefit plan of the Company, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company  representing  Twenty percent (20%) or more of the combined voting power
of the Company's then outstanding  voting  securities;  (B) there is a merger or
consolidation  of the  Company  in which  the  Company  does not  survive  as an
independent public company; or (C) the business or businesses of the Company for
which a participant's  services are principally performed are disposed of by the
Company pursuant to a partial or complete  liquidation of the Company, a sale of
assets  (including stock of a subsidiary) of the Company,  or otherwise.  If the
Committee  shall decide,  in its sole  discretion,  that a change in control has
occurred it shall issue written  notice to  participants  of such fact and shall
issue all Shares  which have  become  unrestricted  to  participants  as soon as
possible after such notice.

     6.6 The  Committee  may require  any  employee to whom Shares are issued to
execute and  deliver to the  Company a stock power in blank with  respect to the
Shares  issued  and may  require  that  the  Company  retain  possession  of the
certificates for Shares with respect to which the restrictions  have not lapsed.
Notwithstanding  retention of certificates by the Company, the employee in whose
name  certificates  are issued  shall have all rights  (including  dividend  and
voting  rights) with  respect to the Shares  represented  by such  certificates,
subject to the terms, conditions and restrictions specified under this Plan, and
the Shares  represented by such  certificates  shall be considered as issued and
outstanding for all purposes.

7.   Other Restrictions.

     7.1 The Committee may impose such other  restrictions on any Shares awarded
pursuant to the Plan as it may deem advisable,  including,  without  limitation,
restrictions   under  the  Securities  Act  of  1933,  as  amended,   under  the
requirements  of any stock  exchange  upon which such Shares are then listed and
under any state blue sky or securities laws applicable to such Shares.

8.   Escrow or Legend.

     8.1 In order  to  enforce  the  restrictions  imposed  upon  Shares  issued
hereunder,  the  Committee  also may  require any  participant  to enter into an
Escrow  Agreement  providing that the  certificates  representing  Shares issued
pursuant to this Plan shall remain in the physical  custody of any escrow holder
until  any or all of  the  restrictions  imposed  pursuant  to  this  Plan  have
terminated.  In  addition,  the  Committee  may cause a legend or  legends to be
placed on any  certificates  representing  Shares issued  pursuant to this Plan,
which  legend  or  legends  shall  make  appropriate  reference  to the  various
restrictions imposed hereunder.

9.   Amendments.

     9.1 This Plan may be amended at any time by the Board of  Directors  of the
Company,   provided,  that  if  this  Plan  shall  have  been  approved  by  the
shareholders of the Company, no such amendment shall increase the maximum number
of Shares that may be issued pursuant to this Plan, except pursuant to Section 5
hereof, without the further approval of such shareholders; and provided further,
that no amendment to this Plan shall modify or impair the rights of participants
who have been awarded Shares,  or who have been granted the right to an award of
Shares hereunder prior to any such amendment.

10.  Duration.

     10.1 This Plan shall  become  effective  upon its  adoption by the Board of
Directors  for the Plan Year ended  December  31,  1998 and shall  terminate  on
December  31, 2008 or such  earlier  date as may be  determined  by the Board of
Directors;  provided,  however,  that the Plan shall terminate and all awards of
Shares  under the Plan shall be revoked if,  within 12 months of the date of its
adoption by the Board of Directors,  the Plan does not receive the approval of a
majority of the outstanding Shares present in person or by proxy and entitled to
vote at a meeting of shareholders of the Company.  Notwithstanding the foregoing
sentence,  the  Committee's  right  to  award  any new  Shares  shall  terminate
immediately  after the last award of Shares  with  respect  to the  fiscal  year
ending December 31, 2006.

11.  Taxes.

     11.1 If any officer or employee  properly elects within 30 days of the date
on which an award is granted to include in gross  income for federal  income tax
purposes an amount  equal to the fair market  value (on the date of grant of the
award) of the Shares subject to the award,  such person shall make  arrangements
satisfactory  to the  Committee  to pay to the Company in the year of such Award
any federal,  state or local taxes  required to be withheld with respect to such
Shares. If such person shall fail to make such tax payments as are required, the
Company and its Affiliates shall, to the extent permitted by law, have the right
to deduct from any payment of any kind  otherwise due to the officer or employee
any  federal,  state or local  income  taxes of any kind  required  by law to be
withheld with respect to the Shares subject to such award.

     11.2 Each officer or employee  who does not make the election  described in
Section 11.1 shall, no later than the date as of which the restrictions referred
to in  Section  6 and such  other  restrictions  as may have been  imposed  as a
condition of the award shall lapse,  pay to the  Company,  or make  arrangements
satisfactory to the Committee  regarding payment of any federal,  state or local
taxes of any kind  required  by law to be  withheld  with  respect to the Shares
subject to such award,  and the Company and its Affiliates  shall, to the extent
permitted  by law,  have  the  right to  deduct  from  any  payment  of any kind
otherwise  due to the officer or employee any  federal,  state or local taxes of
any kind  required by law to be withheld  with respect to the Shares  subject to
such award.  The  Committee  may, in its sole  discretion  and on terms it shall
determine,  approve or disapprove the election of an officer or employee for the
Company  to  withhold  Shares as the  deemed  cash  settlement  to  satisfy  the
Company's  withholding  tax  obligations,  in whole or in part,  relating to the
award.  The approval or  disapproval  of the  Committee may be given at any time
after the election to which it relates.

12.  Beneficiary Designation.

     12.1 Unless a participant  has designated a beneficiary in accordance  with
the provisions of the following  sentence,  any Shares that become  unrestricted
and payable on account of the death of a participant shall be paid to the person
or  persons  in the  first  of the  following  classes  in which  there  are any
survivors of such employee:

        12.1.1 his or her spouse at the time of death;

        12.1.2 his or her issue per stirpes;

        12.1.3 his or her parents; and

        12.1.4 the executor or administrator of his or her estate.

Instead of having any Shares that become  payable on account of a  participant's
death paid as determined  above,  an employee may sign a document  designating a
beneficiary or  beneficiaries to receive such Shares and filing such designation
with the Company.

13.  Right to Terminate Employment.

     13.1  The Plan  shall  not  impose  any  obligation  on the  Company  or an
Affiliate to continue the  employment of any  participant  employee  selected to
participate  in the Plan. The Plan does not impose any obligation on the part of
the participant to remain in the employ of the Company or an Affiliate.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 35875}]
{"company-data": {"conformed-name": "ROSEVILLE COMMUNICATIONS CO", "cik": "0000943117", "assigned-sic": "4813", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42868", "film-number": "684621"}, "business-address": {"street1": "211 LINCOLN ST", "city": "ROSEVILLE", "state": "CA", "zip": "95678-0969", "phone": "9167861407"}, "mail-address": {"street1": "211 LINCOLN ST", "city": "ROSEVILLE", "state": "CA", "zip": "95678-0969"}, "former-company": {"former-conformed-name": "ROSEVILLE COMTECH", "date-changed": "19950328"}}
Registration No. ____________

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                      under

                           The Securities Act of 1933

                        ROSEVILLE COMMUNICATIONS COMPANY

               (Exact name of issuer as specified in its charter)

                       California                         68-0365195
         (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)               Identification No.)

                 211 Lincoln Street, Roseville California 95678

               (Address of principal executive offices) (Zip Code)

                        ROSEVILLE COMMUNICATIONS COMPANY

                        1999 RESTRICTED STOCK BONUS PLAN

                            (Full title of the plan)

                              Jed E. Solomon, Esq.
                             Cooper, White & Cooper
                        201 California Street, 17th Floor
                         San Francisco, California 94111
                     (Name and address of agent for service)

          Telephone Number, including area code, of agent for service:
                                 (415) 433-1900
CALCULATION OF REGISTRATION FEE

                                  Proposed        Proposed          Amount of
Title of                          Maximum         Maximum           Registration
Securities to    Amount to be     Offering Price  Aggregate         Fee
be Registered    Registered       Per Share       Offering Price    (1)(2)
-------------    --------------   --------------  --------------    ------------
Common Stock     200,000 shares   $39.94          $7,988,000        $2,356.46

(1)      Estimated  pursuant to Rule 457 solely for purposes of calculating  the
         registration  fee.  Amount  of  the  Registration  Fee  was  calculated
         pursuant to Section 6(b) of the Securities Act of 1933, as amended, and
         was determined by multiplying the aggregate offering amount by .000295.

(2)      Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose
         of calculating  the  filing  fee on the  basis  of  $39.94  per  share,
         which represents  the fair market  value per share of Common  Stock of
         Roseville Communications  Company on August 1, 2000.

                        PART II INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Roseville Communications Company (the "Company") hereby incorporates by
reference in this registration statement the following documents:

     (a)     Annual Report on Form 10-K for the fiscal year ended December
31, 1999 filed with the Securities and Exchange Commission ("SEC") on March
24, 2000, as amended by Form 10K/A filed on August 2, 2000.

     (b)     All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  since the
end of the fiscal year covered by the Company document referred to in (a) above;

     (c)     The  description  of the  Company's  capital  stock filed with the
SEC on or about May 4, 1995 in Registration  Statement No.  33-58271,  and the
Articles of Incorporation  and  Amendment  thereto  which  appeared  as Exhibit
3(a) to the Quarterly Report on Form 10-Q for the quarter ended September
30, 1996.

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

Item 4.  Description of Securities.

         The class of securities to be offered is registered under Section 12 of
         the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         Section 204 of the General  Corporation  Law of the State of California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their  shareholders  for  monetary  damages for breach or alleged  breach of
directors' "duty of care." Following a California corporation's adoption of such
a  provision,  its  directors  are not  accountable  to  corporations  and their
shareholders for monetary damages for conduct constituting  negligence (or gross
negligence)  in the  exercise  of their  fiduciary  duties;  however,  directors
continue to be subject to equitable  remedies such as injunction or  rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional  misconduct or knowing  violations  of law; (3) illegal  payments of
dividends;  and (4) approval of any transaction from which a director derives an
improper personal  benefit.  The adoption of such a provision in the articles of
incorporation  also does not limit  directors'  liability for  violations of the
federal securities laws.

         Section  317  of  the   California   Law  makes  a  provision  for  the
indemnification  of  officers,  directors  and other  corporate  agents in terms
sufficiently broad to indemnify such persons, under certain  circumstances,  for
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities Act of 1933, as amended (the "Securities  Act"). The  indemnification
provided by Section 317 is not  exclusive  to the extent  additional  rights are
authorized in a corporation's articles of incorporation.

         The Company has adopted provisions in its Articles of Incorporation, as
amended,  which eliminate the personal liability of its directors to the Company
and its shareholders for monetary damages for breach of the directors' fiduciary
duties in certain  circumstances  and  authorize  the Company to  indemnify  its
officers, directors and other agents to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

         See Exhibit Index on page 8.

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 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.

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

         (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)     Filings Incorporating Subsequent Exchange Act Documents by
                 Reference.
                 ---------------------------------------------------------------

         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 that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)     Regulation S-K Item 512(h) Undertaking for Registration
                 Statement on Form S-8.
                  --------------------------------------------------------------
         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the 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  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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Roseville, State of California, on this 2nd day
of August, 2000.

                                   ROSEVILLE COMMUNICATIONS COMPANY

                                   By: /s/ Brian H. Strom
                                           ------------------
                                           Brian H. Strom
                                           President and Chief Executive Officer
Exhibit 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that the  persons  whose  signatures
appear below constitute and appoint Brian H. Strom and Michael D. Campbell,  and
each of them, as true and lawful attorneys-in-fact 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 the Form S-8 Registration Statement
pertaining to the Roseville  Communications  Company 1999 Restricted Stock Bonus
Plan, and any or all amendments  (including  post-effective  amendments) to said
Form S-8  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 full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done, as fully 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 their 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 and these Amendments to Registration Statements have been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.  Moreover,  the  undersigned  hereby also certify that to the best of
their knowledge and belief the issuer meets all of the  requirements  for filing
on Form S-8.

Signature                                Title                           Date

/s/ Michael D. Campbell     Executive Vice President and Chief     July 31, 2000
Michael D. Campbell         Financial Officer (Principal
                            Accounting Officer)

/s/ Robert L. Doyle         Director                               July 31, 2000
Robert L. Doyle

/s/ Brian H. Strom          Director                               July 31, 2000
Brian H. Strom

/s/ Thomas E. Doyle         Director                               July 31, 2000
Thomas E. Doyle

/s/ Ralph E. Hoeper         Director                               July 31, 2000
Ralph E. Hoeper

/s/ John R. Roberts III     Director                               July 31, 2000
John R. Roberts III

/s/ Chris L. Branscum       Director                               July 31, 2000
Chris L. Branscum

/s/ Neil J. Doerhoff        Director                               July 31, 2000
Neil J. Doerhoff
EXHIBIT INDEX

Exhibit No.

1-3                   Not applicable.

4                     None

5                     Opinion re legality.

6-22                  Not applicable.

23.1                  Consent of Ernst & Young LLP, Independent Auditors.
                      Found at page 10 of this registration statement.

23.2                  Independent Auditors' Consent.
                      Found at page 11 of this registration statement.

23.3                  Consent of Independent Accountants
                      Found at page 12 of this registration statement.

23.4                  Consent of Counsel.  Contained with the opinion
                      filed as Exhibit 5 hereto.

24                    Powers of attorney.  Contained in the signature
                      pages (pages 6-7) of this Form S-8 registration
                      statement.

25-98                 Not applicable.

99                    Roseville Communications Company 1999
                      Restricted Stock Bonus Plan
EXHIBIT 5

Roseville Communications Company
211 Lincoln Street
Roseville, CA 95678

         Re:  200,000 Shares of Common Stock of Roseville Communications Company
              Offered pursuant to the Roseville Communications Company 1999
              Restricted Stock Bonus Plan
              ---------------------------

Ladies and Gentlemen:

         We have examined the proceedings taken and the instruments  executed in
connection  with  the  organization  and  present  capitalization  of  Roseville
Communications  Company (the  "Company")  and the  reservation  for issuance and
authorization  of the sale and  issuance  from  time to time of not in excess of
200,000  shares of the  Company's  Common Stock (the  "Shares")  pursuant to the
terms of the Roseville  Communications  Company 1999 Restricted Stock Bonus Plan
(the "Plan"). The Shares are the subject of a Registration Statement on Form S-8
under the  Securities  Act of 1933,  as  amended,  which is being filed with the
Securities  and Exchange  Commission and to which this opinion is to be attached
as an exhibit.

         Upon the basis of such examination, we are of the following opinion:

         1. The authorized shares of the Company consist of 100,000,000 shares
of Common Stock.

         2. The proper  corporate  proceedings  necessary to the reservation for
issuance and the authorization of the sale and issuance from time to time of not
in excess of 200,000  shares of the Common Stock of the Company  pursuant to the
Plan have been duly taken and,  when issued  pursuant  to such plan,  the Shares
will be duly and validly issued and fully paid and nonassessable.

         3. When the  above-mentioned  registration  statement  relating  to the
Shares has become effective, all authorizations,  consents,  approvals, or other
orders of all United States regulatory  authorities required for the issuance of
the Shares will have been obtained.

         You are further  advised  that we consent to the use of this opinion as
an exhibit to the above-mentioned Registration Statement.

                                                Very truly yours,

                                                /s/ COOPER, WHITE & COOPER LLP
EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining to the Roseville  Communications  Company 1999 Restricted
Stock  Bonus Plan of our report  dated  February  4, 2000,  with  respect to the
consolidated  financial statements of Roseville  Communications Company included
in its Annual  Report (Form 10-K) for the year ended  December  31, 1999,  filed
with the Securities and Exchange Commission.

                                                /s/   Ernst & Young  LLP

Sacramento, California
July 27, 2000
EXHIBIT 23.2

                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Roseville  Communications  Company (the  "Company") on Form S-8 of our report
dated  March 8, 2000 on the  consolidated  financial  statements  of  Sacramento
Valley Limited  Partnership  and  subsidiary,  incorporated  by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

                                                /s/ DELOITTE & TOUCHE LLP

San Francisco, California
July 28, 2000
EXHIBIT 23.3

                       Consent of Independent Accountants

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form  S-8 of our  report  dated  March  1,  1999  relating  to the
consolidated   financial   statements  and  financial   statement   schedule  of
Sacramento-Valley Limited Partnership, which appears in Roseville Communications
Company's  Annual Report on Form 10-K for the year ended  December 31, 1999 as
amended on August 2, 2000.

                                                /s/ PricewaterhouseCoopers LLP

San Francisco, California
July 28, 2000
EXHIBIT 23.4

                               CONSENT OF COUNSEL

Contained with the opinion filed as Exhibit 5 hereto and incorporated  herein by
reference.
EXHIBIT 99

                        ROSEVILLE COMMUNICATIONS COMPANY
                        1999 RESTRICTED STOCK BONUS PLAN

1.   Name and Purpose.

     1.1 The name of this  plan is the  Roseville  Communications  Company  1999
Restricted Stock Bonus Plan ("Plan").  The Plan is created,  adopted and will be
maintained by Roseville  Communications  Company (the  "Company") to further the
growth,  success and interests of the Company and its  Affiliates (as defined in
Section 3.1) and the  shareholders  of the Company by enabling  employees of the
Company and its Affiliates who receive an Incentive Bonus, as defined in Section
3.3 below, to acquire shares of common stock of the Company ("Shares") under the
terms and  conditions of and in accordance  with this Plan,  thereby  increasing
their direct involvement in the success of the Company.

2.   Administration of the Plan.

     2.1 This Plan shall be  administered  by the  Compensation  Committee  (the
"Committee")  of the Board of Directors of the Company which shall consist of at
least three directors, each of whom shall be a "disinterested person" within the
meaning of Rule 16b-3 promulgated under the Securities  Exchange Act of 1934, as
amended  ("Exchange  Act"),  and any successor to such rule ("Rule 16b-3").  The
Committee  may,  from time to time,  designate  one or more persons or agents to
carry out any or all of its administrative duties hereunder;  provided that none
of the duties  required to be  performed  by the  Committee  under Rule 16b-3 or
Section 2.2 of the Plan may be delegated to any other person.

     2.2 The Committee  shall have the exclusive right in its sole discretion to
determine  the number of Shares  awarded to each  participant,  to determine the
price or  prices  at which  Shares  shall be  awarded  to each  participant,  to
determine the time or times when Shares may be awarded, the time or times within
which the  Shares  may be  subject  to or  release  from  forfeiture,  all other
conditions  of an award,  and to prescribe  the form,  which shall be consistent
with this Plan, of the instruments  evidencing any award and issuance under this
Plan and the  legend,  if any,  to be affixed to the  certificates  representing
Shares issued under this Plan.  The Committee  shall  interpret the Plan, and to
the  extent  and in the  manner  contemplated  herein,  it  shall  exercise  the
discretion granted to it. The Committee shall issue from time to time such rules
and  interpretations as in its judgment are necessary in order to administer the
Plan effectively.  Each  determination or other action made or taken pursuant to
the  Plan,  including  interpretation  of the Plan and the  specific  terms  and
conditions  of any awards under the Plan shall be final and  conclusive  for all
purposes and upon all persons including  without  limitation the Company and its
Affiliates,  the Committee, the Board of Directors and the affected participants
and their respective successors in interest.

3.   Eligible Employees and Participation.

     3.1 Any officer and key employee of the Company and its Affiliates shall be
eligible to  participate  in the Plan if he or she has been awarded an Incentive
Bonus,  as  defined  in  Section  3.3.  The  term  "Affiliate"  shall  mean  any
corporation or other business  organization in which the Company owns,  directly
or  indirectly,  50% or more of the  voting  stock or capital at the time of the
granting of an award.

     3.2 No member of the Board of Directors of the Company, unless he or she is
also an  employee  of the  Company,  and no  member of the  Committee,  shall be
eligible to participate in the Plan.

     3.3 The words  "Incentive  Bonus"  shall mean an Award to an officer or key
employee either under the Incentive Compensation Program as adopted and operated
by the  Committee  and as such program may be amended  from time to time,  or in
accordance  with the terms and conditions set forth in an agreement  between the
Company and a  participant.  The  Incentive  Compensation  Program and each such
agreement  shall  contain  such  individual  corporate  and  performance  goals,
restrictions, terms and conditions as the Committee may require.

4.   Stock Portion of Incentive Bonus.

     4.1 The number of Shares  that shall be awarded to a  participant  shall be
determined by dividing a Participant's  Incentive Bonus by the Adjusted Purchase
Price of one Share.

     4.2 The  Adjusted  Purchase  Price for one  Share  shall be  determined  by
calculating  the average closing price of one Share for the ten (10) trading day
period  ending  on  the  last  day  of  the  month  preceding  the  date  of the
determination of the amount of the Incentive Bonus.

     4.3 No fractional Shares shall be awarded under the Plan. In the event that
the  determination  of the number of Shares  that a  participant  is entitled to
under the Plan results in a fractional Share, such participant shall be entitled
to the number of whole Shares that results from  rounding up such  determination
to the next larger whole Share.

5.   Shares Subject to the Plan.

     5.1 The Shares which may be awarded and issued to employees under this Plan
shall be made  available,  at the  discretion of the Board of Directors,  either
from authorized and unissued Shares of the Company or from Shares  reacquired by
the Company.

     5.2  Shares  issued to  employees  under  this Plan shall be subject to the
terms,  conditions  and  restrictions  specified  in Section 6 and to such other
terms,  conditions  and  restrictions  as the  Committee in its  discretion  may
provide.

     5.3 Subject to the provisions of the succeeding  paragraphs of this Section
5, the aggregate  number of Shares which may be issued under this Plan shall not
exceed 200,000 Shares.

     5.4 If Shares  issued  under this Plan shall be  reacquired  by the Company
pursuant to the  provisions of Section 6 hereof,  such Shares shall again become
available for issue under this Plan.

     5.5 In the event that the outstanding  Shares shall be changed by reason of
share splits or  combinations,  recapitalization  or  reorganizations,  or share
dividends, the number of Shares and the class or classes of securities which may
thereafter be issued under this Plan may be appropriately adjusted as determined
by the Committee so as to reflect such change.

6.   Transfer Restrictions.

     All Shares issued to  participants  under this Plan shall be subject to
the following restrictions:

     6.1 The Shares shall not be sold,  transferred or otherwise disposed of and
shall not be pledged or otherwise  hypothecated (and any such sale,  transfer or
other disposition,  pledge or other hypothecation being hereinafter  referred to
as "to dispose of" or a "disposition") as long as the Company has the right to a
return of the Shares as hereinafter provided in this Section 6.

     6.2 The  obligation  not to dispose of Shares  acquired under this Plan and
the right of the Company to a return of such Shares  pursuant to this  Section 6
(such  obligation  and right  being  hereinafter  in this  Section  referred  to
collectively as the  "restrictions")  shall lapse as to all Shares issued at any
one  time  on the  earliest  of (a) the  second  (2nd)  anniversary  immediately
following  the end of the Plan year for which such  Shares were  awarded;  (b) a
change in control that occurs with respect to the Company;  (c) the  termination
of the  Plan;  (d) the  expiration  of the  Company's  right to a return of such
Shares;  or (e) the  retirement of the  participant  assuming the  participant's
attainment of age 55.

     6.3 In the event that a  participant's  employment  with the Company  shall
terminate  for any  reason  other  than  death,  total  disability,  involuntary
termination,  or  retirement  of the  participant  (assuming  the  participant's
attainment of age 55) prior to the earliest of (a) the second (2nd)  anniversary
immediately  following  the end of the plan  year for  which  such  Shares  were
awarded; (b) a change in control that occurs with respect to the Company; or (c)
the termination of the Plan, the participant shall immediately forfeit any right
hereunder to receive Shares for which the  restrictions  imposed  hereunder have
not lapsed.

     6.4 In the event that a  participant's  employment  with the Company  shall
terminate by reason of death,  total  disability,  involuntary  termination,  or
retirement of the participant (assuming the participant's  attainment of age 55)
prior to the earliest of (a) the second (2nd) anniversary  immediately following
the end of the plan year for which such  Shares  were  awarded;  (b) a change in
control that occurs with respect to the Company;  or (c) the  termination of the
Plan, then the restrictions imposed on such Shares by this Section 6 shall lapse
and be of no further force and effect.

     6.5 A  change  in  control  shall be  deemed  to have  occurred  if (A) any
"person" (as such term is used in Section 13(d) and 14(d) of the Exchange  Act),
other than a trustee or other  fiduciary  holding  securities  under an employee
benefit plan of the Company, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company  representing  Twenty percent (20%) or more of the combined voting power
of the Company's then outstanding  voting  securities;  (B) there is a merger or
consolidation  of the  Company  in which  the  Company  does not  survive  as an
independent public company; or (C) the business or businesses of the Company for
which a participant's  services are principally performed are disposed of by the
Company pursuant to a partial or complete  liquidation of the Company, a sale of
assets  (including stock of a subsidiary) of the Company,  or otherwise.  If the
Committee  shall decide,  in its sole  discretion,  that a change in control has
occurred it shall issue written  notice to  participants  of such fact and shall
issue all Shares  which have  become  unrestricted  to  participants  as soon as
possible after such notice.

     6.6 The  Committee  may require  any  employee to whom Shares are issued to
execute and  deliver to the  Company a stock power in blank with  respect to the
Shares  issued  and may  require  that  the  Company  retain  possession  of the
certificates for Shares with respect to which the restrictions  have not lapsed.
Notwithstanding  retention of certificates by the Company, the employee in whose
name  certificates  are issued  shall have all rights  (including  dividend  and
voting  rights) with  respect to the Shares  represented  by such  certificates,
subject to the terms, conditions and restrictions specified under this Plan, and
the Shares  represented by such  certificates  shall be considered as issued and
outstanding for all purposes.

7.   Other Restrictions.

     7.1 The Committee may impose such other  restrictions on any Shares awarded
pursuant to the Plan as it may deem advisable,  including,  without  limitation,
restrictions   under  the  Securities  Act  of  1933,  as  amended,   under  the
requirements  of any stock  exchange  upon which such Shares are then listed and
under any state blue sky or securities laws applicable to such Shares.

8.   Escrow or Legend.

     8.1 In order  to  enforce  the  restrictions  imposed  upon  Shares  issued
hereunder,  the  Committee  also may  require any  participant  to enter into an
Escrow  Agreement  providing that the  certificates  representing  Shares issued
pursuant to this Plan shall remain in the physical  custody of any escrow holder
until  any or all of  the  restrictions  imposed  pursuant  to  this  Plan  have
terminated.  In  addition,  the  Committee  may cause a legend or  legends to be
placed on any  certificates  representing  Shares issued  pursuant to this Plan,
which  legend  or  legends  shall  make  appropriate  reference  to the  various
restrictions imposed hereunder.

9.   Amendments.

     9.1 This Plan may be amended at any time by the Board of  Directors  of the
Company,   provided,  that  if  this  Plan  shall  have  been  approved  by  the
shareholders of the Company, no such amendment shall increase the maximum number
of Shares that may be issued pursuant to this Plan, except pursuant to Section 5
hereof, without the further approval of such shareholders; and provided further,
that no amendment to this Plan shall modify or impair the rights of participants
who have been awarded Shares,  or who have been granted the right to an award of
Shares hereunder prior to any such amendment.

10.  Duration.

     10.1 This Plan shall  become  effective  upon its  adoption by the Board of
Directors  for the Plan Year ended  December  31,  1998 and shall  terminate  on
December  31, 2008 or such  earlier  date as may be  determined  by the Board of
Directors;  provided,  however,  that the Plan shall terminate and all awards of
Shares  under the Plan shall be revoked if,  within 12 months of the date of its
adoption by the Board of Directors,  the Plan does not receive the approval of a
majority of the outstanding Shares present in person or by proxy and entitled to
vote at a meeting of shareholders of the Company.  Notwithstanding the foregoing
sentence,  the  Committee's  right  to  award  any new  Shares  shall  terminate
immediately  after the last award of Shares  with  respect  to the  fiscal  year
ending December 31, 2006.

11.  Taxes.

     11.1 If any officer or employee  properly elects within 30 days of the date
on which an award is granted to include in gross  income for federal  income tax
purposes an amount  equal to the fair market  value (on the date of grant of the
award) of the Shares subject to the award,  such person shall make  arrangements
satisfactory  to the  Committee  to pay to the Company in the year of such Award
any federal,  state or local taxes  required to be withheld with respect to such
Shares. If such person shall fail to make such tax payments as are required, the
Company and its Affiliates shall, to the extent permitted by law, have the right
to deduct from any payment of any kind  otherwise due to the officer or employee
any  federal,  state or local  income  taxes of any kind  required  by law to be
withheld with respect to the Shares subject to such award.

     11.2 Each officer or employee  who does not make the election  described in
Section 11.1 shall, no later than the date as of which the restrictions referred
to in  Section  6 and such  other  restrictions  as may have been  imposed  as a
condition of the award shall lapse,  pay to the  Company,  or make  arrangements
satisfactory to the Committee  regarding payment of any federal,  state or local
taxes of any kind  required  by law to be  withheld  with  respect to the Shares
subject to such award,  and the Company and its Affiliates  shall, to the extent
permitted  by law,  have  the  right to  deduct  from  any  payment  of any kind
otherwise  due to the officer or employee any  federal,  state or local taxes of
any kind  required by law to be withheld  with respect to the Shares  subject to
such award.  The  Committee  may, in its sole  discretion  and on terms it shall
determine,  approve or disapprove the election of an officer or employee for the
Company  to  withhold  Shares as the  deemed  cash  settlement  to  satisfy  the
Company's  withholding  tax  obligations,  in whole or in part,  relating to the
award.  The approval or  disapproval  of the  Committee may be given at any time
after the election to which it relates.

12.  Beneficiary Designation.

     12.1 Unless a participant  has designated a beneficiary in accordance  with
the provisions of the following  sentence,  any Shares that become  unrestricted
and payable on account of the death of a participant shall be paid to the person
or  persons  in the  first  of the  following  classes  in which  there  are any
survivors of such employee:

        12.1.1 his or her spouse at the time of death;

        12.1.2 his or her issue per stirpes;

        12.1.3 his or her parents; and

        12.1.4 the executor or administrator of his or her estate.

Instead of having any Shares that become  payable on account of a  participant's
death paid as determined  above,  an employee may sign a document  designating a
beneficiary or  beneficiaries to receive such Shares and filing such designation
with the Company.

13.  Right to Terminate Employment.

     13.1  The Plan  shall  not  impose  any  obligation  on the  Company  or an
Affiliate to continue the  employment of any  participant  employee  selected to
participate  in the Plan. The Plan does not impose any obligation on the part of
the participant to remain in the employ of the Company or an Affiliate.