UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           LIFSCHULTZ INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   87-0448118
                      (I.R.S. Employer Identification No.)

                              641 West 59th Street
                            New York, New York 10019
               (Address of Principal Executive Offices)(Zip Code)

                           LIFSCHULTZ INDUSTRIES, INC.
               VARIOUS STOCK OPTION AGREEMENTS (NOT UNDER A PLAN)
                              (Full title of plan)

                               Rob M. Alston, Esq.
                       Jones, Waldo, Holbrook & McDonough
                        170 South Main Street, Suite 1500
                           Salt Lake City, Utah 84101

                                 (801) 521-3200
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
<TABLE>
<CAPTION>


                                                     Proposed                  Proposed
Title of                                             maximum                   maximum
securities to                   Amount to be         offering price            aggregate                    Amount of
be registered                   registered           per share                 offering price               registration fee
-------------                   ------------         --------------            --------------               ----------------
<S>                             <C>                  <C>                       <C>                          <C>

Common Stock                    100,000 shares       $10.375(1)                $605,510(1)                  $159.85(2)
par value
$.001 per share

</TABLE>

(1) The maximum offering price per share and maximum aggregate offering price of
the  securities is calculated  based on Rules 457(h) and (c) as follows:  67,000
shares have an aggregate  maximum  offering price of $263,135 based on the known
exercise price of previously  granted  options  covered under this  Registration
Statement  (ranging from $1.565 to 4.625 per share); and 33,000 shares for stock
options  yet to be  granted  under this  Registration  Statement  (at  currently

                                        1

<PAGE>



unknown  exercise  prices) have a maximum  aggregate  offering price of $342,375
based on the closing  sales price of the  Registrant's  common stock on February
18, 2000 ($10.375).

(2) The amount of the  Registration Fee is arrived at by multiplying the maximum
aggregate offering price by .000264.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

         The documents containing the information  specified in this Part I will
be  sent or  given  to  employees  as  specified  by Rule  428(b)(1)  under  the
Securities Act of 1933 (the "Securities  Act"). Such documents need not be filed
with the Securities and Exchange  Commission  (the "SEC") either as part of this
registration  statement (the  "Registration  Statement") or as  prospectuses  or
prospectus  supplements  pursuant to Rule 424 under the  Securities  Act.  These
documents  and the  documents  incorporated  by  reference  in the  Registration
Statement  pursuant to Item 3 of Part II of this Registration  Statement,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

         Lifschultz  Industries,  Inc. (the "Registrant")  previously registered
under  the  Securities  Act of 1933  (the  "Securities  Act")  an  aggregate  of
3,026,036 shares of Common Stock (which were subject to a 1 for 50 reverse stock
split in January 1998) offered pursuant to a registration  statement on Form S-8
filed with the Securities and Exchange  Commission on June 7, 1996 (Registration
No.  333-05487) (the "Prior  Statement"),  which Prior Statement is incorporated
into this  Registration  Statement  by  reference.  All  documents  filed by the
Registrant  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
of 1934 subsequent to the date of the Prior Statement and prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining unsold,  shall be deemed to be incorporated in the Prior  Registration
Statement by reference and to be a part of the Prior Registration Statement from
the date of filing of such  documents.  The  Registrant's  Annual Report on Form
10-KSB  for  the  fiscal  year  ended  July  31,  1999 is  incorporated  in this
Registration Statement by reference.  Additionally, all other documents filed by
the Registrant  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act of 1934 since the end of its last  fiscal  year and prior to the filing of a
post-effective amendment to this Registration statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed  to be  incorporated  in this  Registration
Statement by reference and to be part of this  Registration  Statement  from the
date of filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated by reference herein or in the Prior Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement and the Prior
Statement  to the extent that a statement  contained  herein,  therein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein or therein,  modifies or  supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.



                                        2

<PAGE>



Item 6.           Indemnification of Directors and Officers.

         Section 145 of the General  Corporation  Law of the State of  Delaware:
(i) gives  Delaware  corporations  broad powers to indemnify  their  present and
former  directors  and officers  and those of  affiliated  corporations  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and  reasonably  incurred in  connection  with  threatened,
pending or completed  actions,  suits or proceedings,  whether civil,  criminal,
administrative or investigative  (other that an action by or in the right of the
corporation)  to which they are parties or are  threatened to be made parties by
reason of being or having been such directors or officers,  subject to specified
conditions  and  exclusions;  (ii) gives a director or officer who  successfully
defends  an  action  the  right  to be  so  indemnified;  and  (iii)  permits  a
corporation  to  buy  directors'  and  officers'   liability   insurance.   Such
indemnification  is not exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, vote of stockholders or otherwise.

        Article IX of the Registrant's Certificate of Incorporation requires the
Registrant to provide indemnification to its officer,  directors,  employees and
agents to the maximum extent allowed under Delaware law.  Article IX also allows
a person  claiming  such  indemnification  to sue the  Registrant  under certain
conditions if the Registrant  fails to fulfill its  indemnification  obligation.
Article V of the Registrant's By-laws requires the same as Article IX.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted for directors,  officers or persons controlling the
Registrant  pursuant  to the  foregoing  provisions,  the  Registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in such Act and therefore
unenforceable.

         The Registrant maintains an insurance policy insuring its directors and
officers  against  certain  losses  incurred by them as a result of claims based
upon  their  actions  or  statements  (including  omissions  to act  or to  make
statements)  as  directors  and  officers.  The  aggregate  amount  payable  for
individual  directors  and officers  under such policy is limited to $1 million,
after certain deductibles.

         Section  102(b)(7)  of the  General  Corporation  Law of the  State  of
Delaware  permits a  Delaware  corporation  to  include  in its  certificate  of
incorporation  a provision  eliminating  the potential  monetary  liability of a
director to the corporation or its  stockholders for breach of fiduciary duty as
a director,  provided that such provision shall not eliminate the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve intentional misconduct or a knowing violation of law, (iii) for improper
payment  of  dividends,  or (iv) for any  transaction  from  which the  director
receives  an  improper  personal  benefit.   The  Registrant's   Certificate  of
Incorporation includes such a provision.

Item 8.           Exhibits

         See the Exhibit Index immediately preceding the exhibits.



                                        3

<PAGE>



Item 9.           Undertakings

         The Registrant hereby undertakes to:

         (a)     File, during any period in which it offers or sells securities,
                 a post-effective  amendment to this Registration Statement to :
                 (1) include any prospectus  required by Section 10(a)(3) of the
                 Securities  Act;  (2)  reflect in the  prospectus  any facts or
                 events which individually or together,  represent a fundamental
                 change in the information in the  Registration  Statement;  and
                 (3) include any additional or changed  material  information on
                 the plan of distribution; provided, however, that items (1) and
                 (2) do not apply if the information  required to be included in
                 a post-  effective  amendment by those items is incorporated by
                 reference from periodic  reports filled by the Registrant under
                 the Exchange Act of 1934, as amended.

         (b)      For determining liability under the Securities Act, treat each
                  post-effective  amendment as a new  registration  statement of
                  securities offered,  and the offering of the securities at the
                  time to be the initial bona fide offering.

         (c)      File a  post-effective  amendment to remove from  registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Provo, State of Utah, on February 18, 2000.

                                           LIFSCHULTZ INDUSTRIES, INC.


                                           By: /s/ DENNIS HUNTER
                                           --------------------------
                                           Dennis R. Hunter, President



                                        4

<PAGE>



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  THAT EACH PERSON WHOSE  SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS DAVID K. LIFSCHULTZ AND DENNIS R. HUNTER,
AND  EACH  OF  THEM,  AS  HIS  OR  HER  ATTORNEY-IN-FACT,  WITH  FULL  POWER  OF
SUBSTITUTION  IN  EACH,  FOR HIM OR HER IN ANY AND ALL  CAPACITIES  TO SIGN  ANY
AMENDMENTS  TO THIS  REGISTRATION  STATEMENT  ON FORM S-8, AND TO FILE THE SAME,
WITH  EXHIBITS  THERETO AND OTHER  DOCUMENTS IN CONNECTION  THEREWITH,  WITH THE
SECURITIES  AND EXCHANGE  COMMISSION,  HEREBY  RATIFYING AND CONFIRMING ALL THAT
SAID ATTORNEY-IN-FACT,  OR HIS SUBSTITUTES, MAY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

<TABLE>
<CAPTION>

Signature                                            Title                              Date
---------                                            -----                              ----

<S>                                                  <C>                                <C>

                                                     Chief Executive Officer
/s/ DAVID K. LIFSCHULTZ                              And Chairman                       February 18, 2000
-----------------------
David K. Lifschultz

                                                     President,
                                                     Director and Chief
/s/ DENNIS HUNTER                                    Financial Officer                  February 18, 2000
-----------------
Dennis R. Hunter


/s/ SIDNEY LIFSCHULTZ                                Director                           February 21, 2000
---------------------
Sidney B. Lifschultz


/s/ JOE FATONY                                       Director                           February 18, 2000
--------------
Joseph C. Fatony


/s/ JIM SOLOMON                                      Director                           February 19, 2000
----------------
James E. Solomon

/s/ TIM PONT                                         Controller                         February 18, 2000
------------
Timothy O. Pont


</TABLE>


                                        5

<PAGE>




                                  EXHIBIT INDEX


Exhibit
Number                     Description
-------                    -----------

4.1                        Form of Common Stock Certificate(1)

5.1                        Opinion of Jones, Waldo, Holbrook & McDonough (1)

23.1                       Consent of Grant Thornton LLP (1)

23.2                       Consent  of  Jones,   Waldo,   Holbrook  &  McDonough
                           (included in its opinion filed as Exhibit 5.1 to this
                           Registration Statement)

24                         Power of Attorney  (included  with the  signatures in
                           this Registration Statement)

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

(1)      Filed herewith as an exhibit to this Registration Statement.

                                        6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15609}]
{"company-data": {"conformed-name": "LIFSCHULTZ INDUSTRIES INC", "cik": "0000822046", "assigned-sic": "3826", "irs-number": "870448118", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31150", "film-number": "553959"}, "business-address": {"street1": "641 WEST 59TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2123977788"}, "mail-address": {"street1": "641 W 59TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": [{"former-conformed-name": "HART TECHNOLOGIES INC", "date-changed": "19910206"}, {"former-conformed-name": "ASHLAND COMPANY", "date-changed": "19880620"}, {"former-conformed-name": "MEDICAL R&D CO", "date-changed": "19880306"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           LIFSCHULTZ INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   87-0448118
                      (I.R.S. Employer Identification No.)

                              641 West 59th Street
                            New York, New York 10019
               (Address of Principal Executive Offices)(Zip Code)

                           LIFSCHULTZ INDUSTRIES, INC.
               VARIOUS STOCK OPTION AGREEMENTS (NOT UNDER A PLAN)
                              (Full title of plan)

                               Rob M. Alston, Esq.
                       Jones, Waldo, Holbrook & McDonough
                        170 South Main Street, Suite 1500
                           Salt Lake City, Utah 84101

                                 (801) 521-3200
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
Proposed                  Proposed
Title of                                             maximum                   maximum
securities to                   Amount to be         offering price            aggregate                    Amount of
be registered                   registered           per share                 offering price               registration fee
-------------                   ------------         --------------            --------------               ----------------
Common Stock                    100,000 shares       $10.375(1)                $605,510(1)                  $159.85(2)
par value
$.001 per share
(1) The maximum offering price per share and maximum aggregate offering price of
the  securities is calculated  based on Rules 457(h) and (c) as follows:  67,000
shares have an aggregate  maximum  offering price of $263,135 based on the known
exercise price of previously  granted  options  covered under this  Registration
Statement  (ranging from $1.565 to 4.625 per share); and 33,000 shares for stock
options  yet to be  granted  under this  Registration  Statement  (at  currently

                                        1
unknown  exercise  prices) have a maximum  aggregate  offering price of $342,375
based on the closing  sales price of the  Registrant's  common stock on February
18, 2000 ($10.375).

(2) The amount of the  Registration Fee is arrived at by multiplying the maximum
aggregate offering price by .000264.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

         The documents containing the information  specified in this Part I will
be  sent or  given  to  employees  as  specified  by Rule  428(b)(1)  under  the
Securities Act of 1933 (the "Securities  Act"). Such documents need not be filed
with the Securities and Exchange  Commission  (the "SEC") either as part of this
registration  statement (the  "Registration  Statement") or as  prospectuses  or
prospectus  supplements  pursuant to Rule 424 under the  Securities  Act.  These
documents  and the  documents  incorporated  by  reference  in the  Registration
Statement  pursuant to Item 3 of Part II of this Registration  Statement,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

         Lifschultz  Industries,  Inc. (the "Registrant")  previously registered
under  the  Securities  Act of 1933  (the  "Securities  Act")  an  aggregate  of
3,026,036 shares of Common Stock (which were subject to a 1 for 50 reverse stock
split in January 1998) offered pursuant to a registration  statement on Form S-8
filed with the Securities and Exchange  Commission on June 7, 1996 (Registration
No.  333-05487) (the "Prior  Statement"),  which Prior Statement is incorporated
into this  Registration  Statement  by  reference.  All  documents  filed by the
Registrant  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
of 1934 subsequent to the date of the Prior Statement and prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining unsold,  shall be deemed to be incorporated in the Prior  Registration
Statement by reference and to be a part of the Prior Registration Statement from
the date of filing of such  documents.  The  Registrant's  Annual Report on Form
10-KSB  for  the  fiscal  year  ended  July  31,  1999 is  incorporated  in this
Registration Statement by reference.  Additionally, all other documents filed by
the Registrant  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act of 1934 since the end of its last  fiscal  year and prior to the filing of a
post-effective amendment to this Registration statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed  to be  incorporated  in this  Registration
Statement by reference and to be part of this  Registration  Statement  from the
date of filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated by reference herein or in the Prior Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement and the Prior
Statement  to the extent that a statement  contained  herein,  therein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein or therein,  modifies or  supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

                                        2
Item 6.           Indemnification of Directors and Officers.

         Section 145 of the General  Corporation  Law of the State of  Delaware:
(i) gives  Delaware  corporations  broad powers to indemnify  their  present and
former  directors  and officers  and those of  affiliated  corporations  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and  reasonably  incurred in  connection  with  threatened,
pending or completed  actions,  suits or proceedings,  whether civil,  criminal,
administrative or investigative  (other that an action by or in the right of the
corporation)  to which they are parties or are  threatened to be made parties by
reason of being or having been such directors or officers,  subject to specified
conditions  and  exclusions;  (ii) gives a director or officer who  successfully
defends  an  action  the  right  to be  so  indemnified;  and  (iii)  permits  a
corporation  to  buy  directors'  and  officers'   liability   insurance.   Such
indemnification  is not exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, vote of stockholders or otherwise.

        Article IX of the Registrant's Certificate of Incorporation requires the
Registrant to provide indemnification to its officer,  directors,  employees and
agents to the maximum extent allowed under Delaware law.  Article IX also allows
a person  claiming  such  indemnification  to sue the  Registrant  under certain
conditions if the Registrant  fails to fulfill its  indemnification  obligation.
Article V of the Registrant's By-laws requires the same as Article IX.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted for directors,  officers or persons controlling the
Registrant  pursuant  to the  foregoing  provisions,  the  Registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in such Act and therefore
unenforceable.

         The Registrant maintains an insurance policy insuring its directors and
officers  against  certain  losses  incurred by them as a result of claims based
upon  their  actions  or  statements  (including  omissions  to act  or to  make
statements)  as  directors  and  officers.  The  aggregate  amount  payable  for
individual  directors  and officers  under such policy is limited to $1 million,
after certain deductibles.

         Section  102(b)(7)  of the  General  Corporation  Law of the  State  of
Delaware  permits a  Delaware  corporation  to  include  in its  certificate  of
incorporation  a provision  eliminating  the potential  monetary  liability of a
director to the corporation or its  stockholders for breach of fiduciary duty as
a director,  provided that such provision shall not eliminate the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve intentional misconduct or a knowing violation of law, (iii) for improper
payment  of  dividends,  or (iv) for any  transaction  from  which the  director
receives  an  improper  personal  benefit.   The  Registrant's   Certificate  of
Incorporation includes such a provision.

Item 8.           Exhibits

         See the Exhibit Index immediately preceding the exhibits.

                                        3
Item 9.           Undertakings

         The Registrant hereby undertakes to:

         (a)     File, during any period in which it offers or sells securities,
                 a post-effective  amendment to this Registration Statement to :
                 (1) include any prospectus  required by Section 10(a)(3) of the
                 Securities  Act;  (2)  reflect in the  prospectus  any facts or
                 events which individually or together,  represent a fundamental
                 change in the information in the  Registration  Statement;  and
                 (3) include any additional or changed  material  information on
                 the plan of distribution; provided, however, that items (1) and
                 (2) do not apply if the information  required to be included in
                 a post-  effective  amendment by those items is incorporated by
                 reference from periodic  reports filled by the Registrant under
                 the Exchange Act of 1934, as amended.

         (b)      For determining liability under the Securities Act, treat each
                  post-effective  amendment as a new  registration  statement of
                  securities offered,  and the offering of the securities at the
                  time to be the initial bona fide offering.

         (c)      File a  post-effective  amendment to remove from  registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Provo, State of Utah, on February 18, 2000.

                                           LIFSCHULTZ INDUSTRIES, INC.

                                           By: /s/ DENNIS HUNTER
                                           --------------------------
                                           Dennis R. Hunter, President

                                        4
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  THAT EACH PERSON WHOSE  SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS DAVID K. LIFSCHULTZ AND DENNIS R. HUNTER,
AND  EACH  OF  THEM,  AS  HIS  OR  HER  ATTORNEY-IN-FACT,  WITH  FULL  POWER  OF
SUBSTITUTION  IN  EACH,  FOR HIM OR HER IN ANY AND ALL  CAPACITIES  TO SIGN  ANY
AMENDMENTS  TO THIS  REGISTRATION  STATEMENT  ON FORM S-8, AND TO FILE THE SAME,
WITH  EXHIBITS  THERETO AND OTHER  DOCUMENTS IN CONNECTION  THEREWITH,  WITH THE
SECURITIES  AND EXCHANGE  COMMISSION,  HEREBY  RATIFYING AND CONFIRMING ALL THAT
SAID ATTORNEY-IN-FACT,  OR HIS SUBSTITUTES, MAY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                                            Title                              Date
---------                                            -----                              ----
Chief Executive Officer
/s/ DAVID K. LIFSCHULTZ                              And Chairman                       February 18, 2000
-----------------------
David K. Lifschultz

                                                     President,
                                                     Director and Chief
/s/ DENNIS HUNTER                                    Financial Officer                  February 18, 2000
-----------------
Dennis R. Hunter

/s/ SIDNEY LIFSCHULTZ                                Director                           February 21, 2000
---------------------
Sidney B. Lifschultz

/s/ JOE FATONY                                       Director                           February 18, 2000
--------------
Joseph C. Fatony

/s/ JIM SOLOMON                                      Director                           February 19, 2000
----------------
James E. Solomon

/s/ TIM PONT                                         Controller                         February 18, 2000
------------
Timothy O. Pont
5
EXHIBIT INDEX

Exhibit
Number                     Description
-------                    -----------

4.1                        Form of Common Stock Certificate(1)

5.1                        Opinion of Jones, Waldo, Holbrook & McDonough (1)

23.1                       Consent of Grant Thornton LLP (1)

23.2                       Consent  of  Jones,   Waldo,   Holbrook  &  McDonough
                           (included in its opinion filed as Exhibit 5.1 to this
                           Registration Statement)

24                         Power of Attorney  (included  with the  signatures in
                           this Registration Statement)

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

(1)      Filed herewith as an exhibit to this Registration Statement.

                                        6