<PAGE>
 
As filed with the Securities and Exchange           Registration No. 333-_______
Commission on October 10, 1997                                        
================================================================================

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              ___________________

                           DATASTREAM SYSTEMS, INC.
              (Exact name of issuer as specified in its charter)

     Delaware                                        57-0813674
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                              50 Datastream Plaza
                       Greenville, South Carolina 29605
                   (Address of principal executive offices)
                              ___________________

 
                           DATASTREAM SYSTEMS, INC.
                            1995 STOCK OPTION PLAN
                 (As Amended and Restated through May 7, 1997)

                           (Full title of the plan)
                              ___________________

                              Larry G. Blackwell
         Chairman of the Board, President and Chief Executive Officer
                           Datastream Systems, Inc.
                              50 Datastream Plaza
                       Greenville, South Carolina 29605
                                 864-422-5001
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
 
                                With a copy to:
                           J. Stephen Hufford, Esq.
                               Hunton & Williams
                        NationsBank Plaza - Suite 4100
                          600 Peachtree Street, N. E.
                          Atlanta, Georgia 30308-2216
                                 404/888-4045
                           ------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
=========================================================================================================================
                                                 Proposed maximum         Proposed maximum
Title of securities        Amount to be           offering price              aggregate              Amount of
 to be registered           registered              per share(1)          offering price(1)       registration fee
-------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>                      <C>                     <C>

Common Stock, $.01            500,000                $37.125                $18,562,500               $5,625
par value.............        shares
=========================================================================================================================
    (1) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to 
Rule 457(c) on the basis of $37.125 per share, which was the average of the high and low prices of the Registrant's
Common Stock on October 6, 1997, as reported in The Wall Street Journal.
==========================================================================================================================
 </TABLE> 
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

          Not required to be filed with the Securities and Exchange Commission
(the "Commission").


Item 2.   Registrant Information and Employee Plan Annual Information.

          Not required to be filed with the Commission.



                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Datastream Systems, Inc. (the
"Company") with the Commission are incorporated herein by reference and made a
part hereof:

              (i)   The Company's Annual Report on Form 10-K for the year ended
                    December 31, 1996;

              (ii)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1997;

              (iii) The Company's Quarterly Report on Form 10-Q for the
                    quarter ended June 30, 1997; and

              (iiv) The description of the Company's Common Stock, $.01 par
                    value per share, contained in the Company's Registration
                    Statement on Form 8-A (Registration No. 025590).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


Item 4.   Description of Securities.

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.

          Not applicable.


                                     II-2
<PAGE>
 
Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify its directors and officers against civil and criminal
liabilities. Directors and officers may be indemnified against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
if they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action, if they had no reasonable cause to believe their conduct was
unlawful. A director or officer may be indemnified against expenses incurred in
connection with a derivative suit if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made without court approval
if such person was adjudged liable to the corporation. The statutory
indemnification is not exclusive of any rights provided by any by-law,
agreement, vote of shareholders or disinterested directors or otherwise.

          Article VII of the Company's Amended and Restated Certificate of
Incorporation sets forth the extent to which the Company's directors and
officers may be indemnified against liabilities and other monetary expenses
which they may incur while serving in such capacities. Such indemnification will
be provided to the full extent permitted and in the manner required by the
General Corporation Law of Delaware. Article XII of the Company's By-laws also
provides that, to the full extent and under the circumstances permitted by the
General Corporation Law of the State of Delaware, the directors and officers of
the Company will be indemnified against any losses incurred in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Company or served with another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Company.


Item 7.   Exemption from Registration Claimed.

          Not applicable.


                                     II-3
<PAGE>
 
Item 8.   Exhibits.

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

4.3*      Specimen Stock Certificate.

5         Opinion of Hunton & Williams.

23.1      Consent of KPMG Peat Marwick LLP, independent certified public
          accountants.

23.2      Consent of Hunton & Williams (included as part of Exhibit 5).

24        Power of Attorney (included as part of signature page).

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

*    Incorporated by reference to exhibit of the same number to the Company's
     Form S-1 Registration Statement (Registration No. 33-89498).


Item 9.   Undertakings.

          (a)  The Company hereby undertakes:

               1.   To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:

                    (i)   To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933, as amended (the
                          "Securities Act");
             
                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement. Notwithstanding
                          the foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high and
                          of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) if, in the
                          aggregate, the changes in volume and price represent
                          no more than 20 percent change in the maximum
                          aggregate offering price set forth in the "Calculation
                          of Registration Fee" table in the effective
                          registration statement;
             
                    (iii) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

                                     II-4
<PAGE>
 
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------                                                              
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
                                               ---- ----                  

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.



                                     II-5
<PAGE>
 
                                  SIGNATURES

          Pursuant to the requirements of the Securities Act, 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 Greenville, South Carolina on this 30/th/ day of September, 1997.

                                    DATASTREAM SYSTEMS, INC.

                                    By /s/ Larry G. Blackwell
                                       ---------------------------------------
                                       Larry G. Blackwell
                                       Chairman of the Board, President and
                                       Chief Executive Officer

                               POWER OF ATTORNEY
 
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes each of Larry G. Blackwell and Daniel H.
Christie to execute in the name of each such person, and to file any amendment,
including any post-effective amendment, to the registration statement making
such changes in the registration statement as the registrant deems appropriate,
and appoints each of Messrs. Blackwell and Christie as attorney-in-fact to sign
in his behalf individually and in each capacity stated below and file all
amendments and post-effective amendments to the registration statement.

          Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the 30/th/ day of September, 1997.

 
         Signature                            Title
         ---------                            ----- 

/s/ Larry G. Blackwell                  Chairman of the Board, President and 
---------------------------             Chief Executive Officer (principal
Larry G. Blackwell                      executive officer)


/s/ Daniel H. Christie                  Chief Financial Officer (principal 
---------------------------             financial and accounting officer)
Daniel H. Christie           


/s/ Kenneth D. Tracy                    Director
---------------------------
Kenneth D. Tracy
 
/s/ Richard T. Brock                    Director
---------------------------
Richard T. Brock
 
/s/ John M. Sterling, Jr.               Director
---------------------------
John M. Sterling, Jr.
 
/s/ Ira D. Cohen                        Director
---------------------------
Ira D. Cohen



                                     II-6
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE> 
<CAPTION> 
                                                            Sequentially
Exhibit No.                Description                      Numbered Page
-----------                -----------                      -------------
<C>             <S>                                         <C> 
    4.3*        Specimen Stock Certificate.
              
    5           Opinion of Hunton & Williams.
              
    23.1        Consent of KPMG Peat Marwick LLP, 
                independent certified public accountants.
              
    23.2        Consent of Hunton & Williams (included as 
                part of Exhibit 5).
              
    24          Power of Attorney (included as part of 
                signature page).
</TABLE> 
------------------------------

     *    Incorporated by reference to exhibit of the same number to the
          Company's Form S-1 Registration Statement (Registration No. 33-89498).




                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17858}]
{"company-data": {"conformed-name": "DATASTREAM SYSTEMS INC", "cik": "0000938481", "assigned-sic": "7372", "irs-number": "570813674", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37655", "film-number": "97694045"}, "business-address": {"street1": "1200 WOODRUFF RD", "street2": "STE C 40", "city": "GREENVILLE", "state": "SC", "zip": "29607", "phone": "8644225001"}, "mail-address": {"street1": "50 DATASTREAM PLAZA", "city": "GREENVILLE", "state": "SC", "zip": "29605"}}
As filed with the Securities and Exchange           Registration No. 333-_______
Commission on October 10, 1997                                        
================================================================================

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              ___________________

                           DATASTREAM SYSTEMS, INC.
              (Exact name of issuer as specified in its charter)

     Delaware                                        57-0813674
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                              50 Datastream Plaza
                       Greenville, South Carolina 29605
                   (Address of principal executive offices)
                              ___________________

 
                           DATASTREAM SYSTEMS, INC.
                            1995 STOCK OPTION PLAN
                 (As Amended and Restated through May 7, 1997)

                           (Full title of the plan)
                              ___________________

                              Larry G. Blackwell
         Chairman of the Board, President and Chief Executive Officer
                           Datastream Systems, Inc.
                              50 Datastream Plaza
                       Greenville, South Carolina 29605
                                 864-422-5001
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
 
                                With a copy to:
                           J. Stephen Hufford, Esq.
                               Hunton & Williams
                        NationsBank Plaza - Suite 4100
                          600 Peachtree Street, N. E.
                          Atlanta, Georgia 30308-2216
                                 404/888-4045
                           ------------------------

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                 Proposed maximum         Proposed maximum
Title of securities        Amount to be           offering price              aggregate              Amount of
 to be registered           registered              per share(1)          offering price(1)       registration fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01            500,000                $37.125                $18,562,500               $5,625
par value.............        shares
=========================================================================================================================
    (1) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to 
Rule 457(c) on the basis of $37.125 per share, which was the average of the high and low prices of the Registrant's
Common Stock on October 6, 1997, as reported in The Wall Street Journal.
==========================================================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

          Not required to be filed with the Securities and Exchange Commission
(the "Commission").

Item 2.   Registrant Information and Employee Plan Annual Information.

          Not required to be filed with the Commission.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Datastream Systems, Inc. (the
"Company") with the Commission are incorporated herein by reference and made a
part hereof:

              (i)   The Company's Annual Report on Form 10-K for the year ended
                    December 31, 1996;

              (ii)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1997;

              (iii) The Company's Quarterly Report on Form 10-Q for the
                    quarter ended June 30, 1997; and

              (iiv) The description of the Company's Common Stock, $.01 par
                    value per share, contained in the Company's Registration
                    Statement on Form 8-A (Registration No. 025590).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

                                     II-2
Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify its directors and officers against civil and criminal
liabilities. Directors and officers may be indemnified against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
if they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action, if they had no reasonable cause to believe their conduct was
unlawful. A director or officer may be indemnified against expenses incurred in
connection with a derivative suit if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made without court approval
if such person was adjudged liable to the corporation. The statutory
indemnification is not exclusive of any rights provided by any by-law,
agreement, vote of shareholders or disinterested directors or otherwise.

          Article VII of the Company's Amended and Restated Certificate of
Incorporation sets forth the extent to which the Company's directors and
officers may be indemnified against liabilities and other monetary expenses
which they may incur while serving in such capacities. Such indemnification will
be provided to the full extent permitted and in the manner required by the
General Corporation Law of Delaware. Article XII of the Company's By-laws also
provides that, to the full extent and under the circumstances permitted by the
General Corporation Law of the State of Delaware, the directors and officers of
the Company will be indemnified against any losses incurred in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Company or served with another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Company.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

                                     II-3
Item 8.   Exhibits.

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

4.3*      Specimen Stock Certificate.

5         Opinion of Hunton & Williams.

23.1      Consent of KPMG Peat Marwick LLP, independent certified public
          accountants.

23.2      Consent of Hunton & Williams (included as part of Exhibit 5).

24        Power of Attorney (included as part of signature page).

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

*    Incorporated by reference to exhibit of the same number to the Company's
     Form S-1 Registration Statement (Registration No. 33-89498).

Item 9.   Undertakings.

          (a)  The Company hereby undertakes:

               1.   To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:

                    (i)   To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933, as amended (the
                          "Securities Act");
             
                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement. Notwithstanding
                          the foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high and
                          of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) if, in the
                          aggregate, the changes in volume and price represent
                          no more than 20 percent change in the maximum
                          aggregate offering price set forth in the "Calculation
                          of Registration Fee" table in the effective
                          registration statement;
             
                    (iii) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

                                     II-4
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------                                                              
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
                                               ---- ----                  

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.

                                     II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act, 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 Greenville, South Carolina on this 30/th/ day of September, 1997.

                                    DATASTREAM SYSTEMS, INC.

                                    By /s/ Larry G. Blackwell
                                       ---------------------------------------
                                       Larry G. Blackwell
                                       Chairman of the Board, President and
                                       Chief Executive Officer

                               POWER OF ATTORNEY
 
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes each of Larry G. Blackwell and Daniel H.
Christie to execute in the name of each such person, and to file any amendment,
including any post-effective amendment, to the registration statement making
such changes in the registration statement as the registrant deems appropriate,
and appoints each of Messrs. Blackwell and Christie as attorney-in-fact to sign
in his behalf individually and in each capacity stated below and file all
amendments and post-effective amendments to the registration statement.

          Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the 30/th/ day of September, 1997.

 
         Signature                            Title
         ---------                            ----- 

/s/ Larry G. Blackwell                  Chairman of the Board, President and 
---------------------------             Chief Executive Officer (principal
Larry G. Blackwell                      executive officer)

/s/ Daniel H. Christie                  Chief Financial Officer (principal 
---------------------------             financial and accounting officer)
Daniel H. Christie           

/s/ Kenneth D. Tracy                    Director
---------------------------
Kenneth D. Tracy
 
/s/ Richard T. Brock                    Director
---------------------------
Richard T. Brock
 
/s/ John M. Sterling, Jr.               Director
---------------------------
John M. Sterling, Jr.
 
/s/ Ira D. Cohen                        Director
---------------------------
Ira D. Cohen

                                     II-6
EXHIBIT INDEX
Sequentially
Exhibit No.                Description                      Numbered Page
-----------                -----------                      -------------
4.3*        Specimen Stock Certificate.
              
    5           Opinion of Hunton & Williams.
              
    23.1        Consent of KPMG Peat Marwick LLP, 
                independent certified public accountants.
              
    23.2        Consent of Hunton & Williams (included as 
                part of Exhibit 5).
              
    24          Power of Attorney (included as part of 
                signature page).
------------------------------

     *    Incorporated by reference to exhibit of the same number to the
          Company's Form S-1 Registration Statement (Registration No. 33-89498).

                                     II-7