As  filed  with  the  Securities and Exchange Commission on September 13, 2000
                                                Registration  No.  333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                --------------

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

                                    SBE, INC.
             (Exact name of registrant as specified in its charter)
                                --------------

             DELAWARE                                  94-1517641
     -------------------------           --------------------------------------
     (State  of  Incorporation)          (I.R.S.  Employer  Identification  No.)


                             4550 NORRIS CANYON ROAD
                              SAN RAMON, CA  94583
                    (Address of principal executive offices)


           LAN MEDIA CORPORATION 1998 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the plans)


                                 TIMOTHY J. REPP
                             CHIEF FINANCIAL OFFICER
                                    SBE, INC.
                             4550 NORRIS CANYON ROAD
                               SAN RAMON, CA 94583
                                 (925) 355-2000

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

                                   Copies to:
                          CHRISTOPHER A. WESTOVER, ESQ.
                               COOLEY GODWARD LLP
                         ONE MARITIME PLAZA, 20TH FLOOR
                         SAN FRANCISCO, CALIFORNIA 94111
                                 (415) 693-2000
                                  -------------
                                                         Exhibit Index at Page 6
                                        1
<PAGE>

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
==================================================================================================================
   TITLE OF                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
SECURITIES TO BE           AMOUNT TO BE      OFFERING PRICE PER          AGGREGATE             AMOUNT OF
   REGISTERED               REGISTERED            SHARE (1)          OFFERING PRICE (1)     REGISTRATION FEE
------------------------  ---------------    ------------------     -------------------    ------------------
<S>                       <C>                <C>                    <C>                    <C>
Stock Options and Common   108,956 shares     $           14.81      $        1,613,638     $          323.00
Stock (par value $.001)
==================================================================================================================
<FN>

(1)     Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c)
        and (h)(1) under  the  Securities  Act of 1933,  as amended (the "Act"). The offering price per share and
        aggregate  offering  price  are  based  upon  the  weighted  average exercise price for shares subject to
        outstanding options granted under the LAN Media Corporation 1998 Stock Option/Stock Issuance plan.
</TABLE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
     The  following  documents  filed  by  SBE,  Inc.  (the  "Company") with the
Securities  and  Exchange  Commission  (the  "Commission")  are  incorporated by
reference  into  this  Registration  Statement:

     (a) The Company's  Annual  Report  on  Form  10-K for the fiscal year ended
October 31,  1999,  filed  with  the  Commission  on  January  31,  2000.

     (b) The Company's  quarterly  reports  on  Form 10-Q for the quarters ended
January 31,  2000,  and April 30, 2000,  filed  with the Commission on March 10,
2000, and June  14,  2000,  respectively.

     (c) The  Company's Current Report on Form 8-K filed with the Commission on
July 28,  2000.

     (d) The  description  of  the  Company's  Common  Stock  set  forth  in  a
registration statement  filed  under the Securities and Exchange Act of 1934, as
amended (the "Exchange  Act"),  including  any amendment or report filed for the
purpose of updating  such  description.

     All  reports and other 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 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  herein  and  to  be  a part of this
registration  statement  from  the  date  of  the  filing  of  such  reports and
documents.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  Company  reincorporated  in  Delaware  on  December  15, 1997 and thus
adopted  new  By-Laws  and  entered into new indemnification agreements with its
officers  and  directors  as more specifically described below.  As permitted by
Section  145 of the Delaware General Corporation Law, the By-Laws of the Company
provide  that  (i)  the  Company  is  required  to  indemnify  its directors and
executive  officers to the fullest extent not prohibited by the Delaware General
Corporation  Law,  (ii)  the  Company  may,  in  its discretion, indemnify other
officers,  employees and agents as set forth in the Delaware General Corporation
Law,  (iii)  the  Company  is  required  to advance all expenses incurred by its
directors  and  executive  officers in connection with certain legal proceedings
(subject  to  certain  exceptions), (iv) the rights conferred in the By-Laws are
not  exclusive,  (v)  the  Company  is  authorized to enter into indemnification
agreements  with  its  directors,  officers,  employees  and agents and (vi) the
Company  may  not  retroactively  amend  the  By-Laws  provisions  relating  to
Indemnity.

     The  Company  has  entered into agreements with its directors and executive
officers  that  require  the Company to indemnify such persons against expenses,
judgements,  fines,  settlements  and  other  amounts  that  such person becomes
legally  obligated  to  pay  (including  expenses  of  a  derivative  action) in
connection  with any proceeding, whether actual or threatened, to which any such
person  may  be  made a party by reason of the fact that such person is or was a
director  of  or  officer  of  the Company or any of its affiliated enterprises,
provided  such person acted in good faith and in a manner such person reasonably
believed  to  be  in  or  not opposed to the best interests of the Company.  The
indemnification  agreements also set forth certain procedures that will apply in
the  event  of  a  claim  for  indemnification  thereunder.

                                        2
<PAGE>

                                    EXHIBITS

EXHIBIT
NUMBER
-------
5        Opinion  of  Cooley  Godward  LLP

23.1     Consent  of  PricewaterhouseCoopers  LLP

23.2     Consent  of  Cooley  Godward  LLP  is  contained  in  Exhibit 5 to this
         Registration  Statement

24.1     Power  of  Attorney  is  contained  on  the  signature  page

99.1     LAN  Media  Corporation  1998  Stock  Option/Stock  Issuance  Plan



                                  UNDERTAKINGS

1.     The  undersigned  registrant  hereby  undertakes:

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

              (i)     To  include  any  prospectus required by section  10(a)(3)
of 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 end of
the estimated maximum offering range may  be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (  230.424(b) of this chapter)
if,  in  the aggregate, the changes in volume and price represent no more than a
20% 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;

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
       apply if  the  information  required  to  be included in a post-effective
       amendment by those paragraphs is contained in periodic  reports  filed by
       the issuer pursuant to section  13  or  section  15(d)  of  the  Exchange
       Act that are incorporated by reference herein.

       (b)    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  herein, and  the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

       (c)    To remove from registration by means of a post-effective amendment
              any of the securities being  registered which remain unsold at the
              termination of the offering.

                                        3
<PAGE>

2.     The undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Exchange  Act  (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by reference in the Registration Statement shall be deemed to be a
new  registration  statement  relating to the securities offered herein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

3.     Insofar as  indemnification  for liabilities arising under the Securities
Act 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.

                                         4
<PAGE>
                                   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 San San Ramon, State of California, on September 13,
2000.


                                           SBE,  INC.


                                          By:/s/ Timothy J. Repp
                                                 Timothy J. Repp

                                          Title: Vice President, Finance, Chief
                                                 Financial Officer and Secretary



                                POWER OF ATTORNEY
     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below constitutes and appoints William B. Heye and Timothy J. Repp, and
each  or  any  one of them, his true and lawful attorney-in-fact and agent, with
full  power  of  substitution and resubstitution, for him and in his name, place
and  stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and  Exchange  Commission,  granting unto said attorneys-in-fact and
agents,  and  each  of them, full power and authority to do and perform each and
every  act and thing requisite and necessary to be done in connection therewith,
as  fully  to all intents and purposes as he might or could do in person, hereby
ratifying  and  confirming all that said attorneys-in-fact and agents, or any of
them,  or their or his substitutes or substitute, may lawfully do or cause to be
done  by  virtue  hereof.
Pursuant  to the requirements of the Securities Act, this Registration Statement
has  been  signed  below  by  the following persons in the capacities and on the
dates  indicated.


SIGNATURE                     TITLE                            DATE


__/s/ William B. Heye, Jr.    President and Chief Executive   September 13, 2000
William B. Heye, Jr.          Officer (Principal Executive
                              Officer)


  /s/ Timothy J. Repp         Vice President, Finance, Chief  September 13, 2000
Timothy J. Repp               Financial Officer and Secretary
                              Principal Financial Officer and
                              Accounting Officer)


  /s/ Raimon L. Conlisk       Director , Chairman of the      September 13, 2000
Raimon L. Conlisk             Board


  /s/ Ronald J. Ritchie       Director                        September 13, 2000
Ronald J. Ritchie


  /s/ Randall L-W. Caudill    Director                        September 13, 2000
Randall L-W. Caudill

                                        5
<PAGE>
                                  EXHIBIT INDEX


EXHIBIT
NUMBER     DESCRIPTION                                   SEQUENTIAL PAGE NUMBERS

5          Opinion of Cooley Godward  LLP                                      7

23.1       Consent of PricewaterhouseCoopers  LLP                              8

23.2       Consent of Cooley Godward LLP is contained in Exhibit 5 to this
           Registration Statement                                              7

24.1       Power of Attorney is contained on the signature page                5

99.1       LAN Media Corporation 1998 Stock Option/Stock Issuance Plan         9


                                       6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 15955}]
{"company-data": {"conformed-name": "SBE INC", "cik": "0000087050", "assigned-sic": "3576", "irs-number": "941517641", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45692", "film-number": "722195"}, "business-address": {"street1": "4550 NORRIS CANYON ROAD", "city": "SAN RAMON", "state": "CA", "zip": "94583", "phone": "5103552000"}, "mail-address": {"street1": "4550 NORRIS CANYON RD", "city": "SAN RAMON", "state": "CA", "zip": "94583"}}
As  filed  with  the  Securities and Exchange Commission on September 13, 2000
                                                Registration  No.  333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                --------------

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

                                    SBE, INC.
             (Exact name of registrant as specified in its charter)
                                --------------

             DELAWARE                                  94-1517641
     -------------------------           --------------------------------------
     (State  of  Incorporation)          (I.R.S.  Employer  Identification  No.)

                             4550 NORRIS CANYON ROAD
                              SAN RAMON, CA  94583
                    (Address of principal executive offices)

           LAN MEDIA CORPORATION 1998 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the plans)

                                 TIMOTHY J. REPP
                             CHIEF FINANCIAL OFFICER
                                    SBE, INC.
                             4550 NORRIS CANYON ROAD
                               SAN RAMON, CA 94583
                                 (925) 355-2000

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

                                   Copies to:
                          CHRISTOPHER A. WESTOVER, ESQ.
                               COOLEY GODWARD LLP
                         ONE MARITIME PLAZA, 20TH FLOOR
                         SAN FRANCISCO, CALIFORNIA 94111
                                 (415) 693-2000
                                  -------------
                                                         Exhibit Index at Page 6
                                        1
CALCULATION OF REGISTRATION FEE
==================================================================================================================
   TITLE OF                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
SECURITIES TO BE           AMOUNT TO BE      OFFERING PRICE PER          AGGREGATE             AMOUNT OF
   REGISTERED               REGISTERED            SHARE (1)          OFFERING PRICE (1)     REGISTRATION FEE
------------------------  ---------------    ------------------     -------------------    ------------------
Stock Options and Common   108,956 shares     $           14.81      $        1,613,638     $          323.00
Stock (par value $.001)
==================================================================================================================
(1)     Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c)
        and (h)(1) under  the  Securities  Act of 1933,  as amended (the "Act"). The offering price per share and
        aggregate  offering  price  are  based  upon  the  weighted  average exercise price for shares subject to
        outstanding options granted under the LAN Media Corporation 1998 Stock Option/Stock Issuance plan.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
     The  following  documents  filed  by  SBE,  Inc.  (the  "Company") with the
Securities  and  Exchange  Commission  (the  "Commission")  are  incorporated by
reference  into  this  Registration  Statement:

     (a) The Company's  Annual  Report  on  Form  10-K for the fiscal year ended
October 31,  1999,  filed  with  the  Commission  on  January  31,  2000.

     (b) The Company's  quarterly  reports  on  Form 10-Q for the quarters ended
January 31,  2000,  and April 30, 2000,  filed  with the Commission on March 10,
2000, and June  14,  2000,  respectively.

     (c) The  Company's Current Report on Form 8-K filed with the Commission on
July 28,  2000.

     (d) The  description  of  the  Company's  Common  Stock  set  forth  in  a
registration statement  filed  under the Securities and Exchange Act of 1934, as
amended (the "Exchange  Act"),  including  any amendment or report filed for the
purpose of updating  such  description.

     All  reports and other 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 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  herein  and  to  be  a part of this
registration  statement  from  the  date  of  the  filing  of  such  reports and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  Company  reincorporated  in  Delaware  on  December  15, 1997 and thus
adopted  new  By-Laws  and  entered into new indemnification agreements with its
officers  and  directors  as more specifically described below.  As permitted by
Section  145 of the Delaware General Corporation Law, the By-Laws of the Company
provide  that  (i)  the  Company  is  required  to  indemnify  its directors and
executive  officers to the fullest extent not prohibited by the Delaware General
Corporation  Law,  (ii)  the  Company  may,  in  its discretion, indemnify other
officers,  employees and agents as set forth in the Delaware General Corporation
Law,  (iii)  the  Company  is  required  to advance all expenses incurred by its
directors  and  executive  officers in connection with certain legal proceedings
(subject  to  certain  exceptions), (iv) the rights conferred in the By-Laws are
not  exclusive,  (v)  the  Company  is  authorized to enter into indemnification
agreements  with  its  directors,  officers,  employees  and agents and (vi) the
Company  may  not  retroactively  amend  the  By-Laws  provisions  relating  to
Indemnity.

     The  Company  has  entered into agreements with its directors and executive
officers  that  require  the Company to indemnify such persons against expenses,
judgements,  fines,  settlements  and  other  amounts  that  such person becomes
legally  obligated  to  pay  (including  expenses  of  a  derivative  action) in
connection  with any proceeding, whether actual or threatened, to which any such
person  may  be  made a party by reason of the fact that such person is or was a
director  of  or  officer  of  the Company or any of its affiliated enterprises,
provided  such person acted in good faith and in a manner such person reasonably
believed  to  be  in  or  not opposed to the best interests of the Company.  The
indemnification  agreements also set forth certain procedures that will apply in
the  event  of  a  claim  for  indemnification  thereunder.

                                        2
EXHIBITS

EXHIBIT
NUMBER
-------
5        Opinion  of  Cooley  Godward  LLP

23.1     Consent  of  PricewaterhouseCoopers  LLP

23.2     Consent  of  Cooley  Godward  LLP  is  contained  in  Exhibit 5 to this
         Registration  Statement

24.1     Power  of  Attorney  is  contained  on  the  signature  page

99.1     LAN  Media  Corporation  1998  Stock  Option/Stock  Issuance  Plan

                                  UNDERTAKINGS

1.     The  undersigned  registrant  hereby  undertakes:

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

              (i)     To  include  any  prospectus required by section  10(a)(3)
of 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 end of
the estimated maximum offering range may  be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (  230.424(b) of this chapter)
if,  in  the aggregate, the changes in volume and price represent no more than a
20% 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;

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
       apply if  the  information  required  to  be included in a post-effective
       amendment by those paragraphs is contained in periodic  reports  filed by
       the issuer pursuant to section  13  or  section  15(d)  of  the  Exchange
       Act that are incorporated by reference herein.

       (b)    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  herein, and  the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

       (c)    To remove from registration by means of a post-effective amendment
              any of the securities being  registered which remain unsold at the
              termination of the offering.

                                        3
2.     The undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Exchange  Act  (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by reference in the Registration Statement shall be deemed to be a
new  registration  statement  relating to the securities offered herein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

3.     Insofar as  indemnification  for liabilities arising under the Securities
Act 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.

                                         4
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 San San Ramon, State of California, on September 13,
2000.

                                           SBE,  INC.

                                          By:/s/ Timothy J. Repp
                                                 Timothy J. Repp

                                          Title: Vice President, Finance, Chief
                                                 Financial Officer and Secretary

                                POWER OF ATTORNEY
     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below constitutes and appoints William B. Heye and Timothy J. Repp, and
each  or  any  one of them, his true and lawful attorney-in-fact and agent, with
full  power  of  substitution and resubstitution, for him and in his name, place
and  stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and  Exchange  Commission,  granting unto said attorneys-in-fact and
agents,  and  each  of them, full power and authority to do and perform each and
every  act and thing requisite and necessary to be done in connection therewith,
as  fully  to all intents and purposes as he might or could do in person, hereby
ratifying  and  confirming all that said attorneys-in-fact and agents, or any of
them,  or their or his substitutes or substitute, may lawfully do or cause to be
done  by  virtue  hereof.
Pursuant  to the requirements of the Securities Act, this Registration Statement
has  been  signed  below  by  the following persons in the capacities and on the
dates  indicated.

SIGNATURE                     TITLE                            DATE

__/s/ William B. Heye, Jr.    President and Chief Executive   September 13, 2000
William B. Heye, Jr.          Officer (Principal Executive
                              Officer)

  /s/ Timothy J. Repp         Vice President, Finance, Chief  September 13, 2000
Timothy J. Repp               Financial Officer and Secretary
                              Principal Financial Officer and
                              Accounting Officer)

  /s/ Raimon L. Conlisk       Director , Chairman of the      September 13, 2000
Raimon L. Conlisk             Board

  /s/ Ronald J. Ritchie       Director                        September 13, 2000
Ronald J. Ritchie

  /s/ Randall L-W. Caudill    Director                        September 13, 2000
Randall L-W. Caudill

                                        5
EXHIBIT INDEX

EXHIBIT
NUMBER     DESCRIPTION                                   SEQUENTIAL PAGE NUMBERS

5          Opinion of Cooley Godward  LLP                                      7

23.1       Consent of PricewaterhouseCoopers  LLP                              8

23.2       Consent of Cooley Godward LLP is contained in Exhibit 5 to this
           Registration Statement                                              7

24.1       Power of Attorney is contained on the signature page                5

99.1       LAN Media Corporation 1998 Stock Option/Stock Issuance Plan         9

                                       6