As filed with the Securities and Exchange Commission on June 5, 1997
                                              Registration No. 333-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
       -----------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
       -----------------------------------------------------------------

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
               (Exact name of issuer as specified in its charter)

            MINNESOTA                                   41-1454591
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

             7400 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55426
          (Address of principal executive offices, including Zip Code)

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)

               KENT S. MCCOY                               Copy to:
          VICE PRESIDENT, FINANCE                   ELIZABETH H. COBB, ESQ.
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.     MACKALL, CROUNSE & MOORE, PLC
         7400 EXCELSIOR BOULEVARD                      1400 AT&T TOWER
       MINNEAPOLIS, MINNESOTA 55426                  901 MARQUETTE AVENUE
 (Name and address of agent for service)       MINNEAPOLIS, MINNESOTA 55402-2859
                                                        (612) 305-1400

                                 (612) 930-9000
          (Telephone number, including area code, of agent for service)

               Approximate date of commencement of proposed sale:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.


<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                         PROPOSED             PROPOSED
        TITLE OF                                         MAXIMUM              MAXIMUM
       SECURITIES                  AMOUNT                OFFERING            AGGREGATE             AMOUNT OF
          TO BE                    TO BE                  PRICE               OFFERING            REGISTRATION
       REGISTERED                REGISTERED           PER SHARE (1)          PRICE (1)                FEE
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                 <C>                    <C>     
      Common Stock,            100,000 shares             $2.50              $250,000                $75.76
      no par value
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(c), based upon the quotations for such Common
         Stock on June 3, 1997, as reported on the Nasdaq Stock Market.





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


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


ITEM 1.  PLAN INFORMATION.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated herein by reference:

         a. Annual Report on Form 10-K and Forms 10-K/A of Appliance Recycling
Centers of America, Inc. (the "Company") for the fiscal year ended December 28,
1996, filed with the Securities and Exchange Commission pursuant to Sections 13
or 15(d) of the Exchange Act.

         b. All other reports filed by the Company with the Securities and
Exchange Commission since December 28, 1996, pursuant to Sections 13 or 15(d) of
the Exchange Act.

         c. Description of the Company Common Stock, contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-58938), filed with the
Securities and Exchange Commission.

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


ITEM 4.  DESCRIPTION OF SECURITIES.

         The common stock, without par value, (the "Common Stock") of the
Company offered pursuant to this registration statement is registered under
Section 12(g) of the Securities Exchange Act of 1934. The description of the
Company Common Stock is incorporated by reference pursuant to Item 3.c. above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 5 of the Company's Bylaws provides that the Company shall
indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Under Minnesota law, a corporation shall, unless
prohibited or limited by its articles of incorporation or bylaws, indemnify its
directors, officers, and employees against judgments, penalties, fines,
settlements, expenses, and disbursements, incurred by such person who was, or is
threatened to be, made a party to a proceeding by reason of the fact that the
person is or was a director, officer, or employee of the corporation if
generally, with respect to the acts or omission of the person complained of in
the proceeding, they had no reasonable cause to believe the conduct was
unlawful; and reasonably believed the conduct was in the best interests of the
corporation or, in certain circumstances, reasonably believed that the conduct
was not opposed to the best interests of the corporation. Minnesota corporate
law also provides that a corporation may purchase and maintain insurance on
behalf of any indemnified party against any liability asserted against such
person, whether or not the corporation would have been required to indemnify the
person against liability under the provisions of Minnesota corporate law. The
Company presently does not maintain an insurance policy covering the liability
of directors and officer.

         As permitted by Section 302A.251 of the Minnesota Statutes, Article 6
of the Articles of Incorporation of the Company provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for certain types of breaches of fiduciary duty as a director.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION                                                    PAGE
------      -----------                                                    ----

 5.1        Opinion of Mackall, Crounse & Moore as to the 
            legality of Common Stock of the Company ....................     7

24.1        Consent of McGladrey & Pullen, LLP .........................     9

24.2        Consent of Mackall, Crounse & Moore [included 
            in its opinion filed as Exhibit 5.1].

25.1        Powers of Attorney [included as part of signature page].

28.1        Appliance Recycling Centers of America, Inc. 
            1997 Stock Option Plan (the "1997 Plan") ...................    10

28.2        Amendment to 1997 Plan, dated May 20, 1997 .................    16



ITEM 9.  UNDERTAKINGS.

(a)      RULE 415 OFFERING.

         The undersigned registrant hereby undertakes:

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

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (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;
                           and

                  (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 registration statement is on Form S-3 or Form
                  S-8, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the registration
                  statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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


(b)      FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) 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.


(h)      STATEMENT REQUIRED IN CONNECTION WITH FILING OF REGISTRATION STATEMENT
         ON FORM S-8.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 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 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 Act
         and will be governed by the final adjudication of such issue.




                                   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 Minneapolis, State of Minnesota as of June 4, 1997.

                              APPLIANCE RECYCLING CENTERS OF AMERICA, INC.


                              By /s/ Edward R. Cameron
                                 Edward R. Cameron
                                 Chairman of the Board, President and 
                                 Chief Executive Officer



                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Edward R. Cameron and Kent S. McCoy, or either of them, such person's
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such person and in such person's name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits hereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

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

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

/s/ Edward R. Cameron     Chairman of the Board, President,       June 4, 1997
Edward R. Cameron         Chief Executive Officer and Director
                          (Principal Executive Officer)

/s/ Kent S. McCoy         Vice President, Finance                 June 4, 1997
Kent S. McCoy             (Principal Accounting Officer)

/s/ George B. Bonniwell   Director                                June 4, 1997
George B. Bonniwell

/s/ Duane S. Carlson      Director                                June 4, 1997
Duane S. Carlson

/s/ Harry W. Spell        Director                                June 4, 1997
Harry W. Spell
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15953}]
{"company-data": {"conformed-name": "APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN", "cik": "0000862861", "assigned-sic": "5090", "irs-number": "411454591", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28571", "film-number": "97619781"}, "business-address": {"street1": "7400 EXCELSIOR BLVD", "city": "MINNEAPOLIS", "state": "MN", "zip": "55426-4502", "phone": "6129309000"}, "mail-address": {"street1": "7400 EXCELSIOR BLVD", "city": "NINNEAPOLIS", "state": "MN", "zip": "554264517"}}
As filed with the Securities and Exchange Commission on June 5, 1997
                                              Registration No. 333-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
       -----------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
       -----------------------------------------------------------------

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
               (Exact name of issuer as specified in its charter)

            MINNESOTA                                   41-1454591
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

             7400 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55426
          (Address of principal executive offices, including Zip Code)

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)

               KENT S. MCCOY                               Copy to:
          VICE PRESIDENT, FINANCE                   ELIZABETH H. COBB, ESQ.
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.     MACKALL, CROUNSE & MOORE, PLC
         7400 EXCELSIOR BOULEVARD                      1400 AT&T TOWER
       MINNEAPOLIS, MINNESOTA 55426                  901 MARQUETTE AVENUE
 (Name and address of agent for service)       MINNEAPOLIS, MINNESOTA 55402-2859
                                                        (612) 305-1400

                                 (612) 930-9000
          (Telephone number, including area code, of agent for service)

               Approximate date of commencement of proposed sale:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                         PROPOSED             PROPOSED
        TITLE OF                                         MAXIMUM              MAXIMUM
       SECURITIES                  AMOUNT                OFFERING            AGGREGATE             AMOUNT OF
          TO BE                    TO BE                  PRICE               OFFERING            REGISTRATION
       REGISTERED                REGISTERED           PER SHARE (1)          PRICE (1)                FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock,            100,000 shares             $2.50              $250,000                $75.76
      no par value
-------------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(c), based upon the quotations for such Common
         Stock on June 3, 1997, as reported on the Nasdaq Stock Market.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

ITEM 1.  PLAN INFORMATION.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated herein by reference:

         a. Annual Report on Form 10-K and Forms 10-K/A of Appliance Recycling
Centers of America, Inc. (the "Company") for the fiscal year ended December 28,
1996, filed with the Securities and Exchange Commission pursuant to Sections 13
or 15(d) of the Exchange Act.

         b. All other reports filed by the Company with the Securities and
Exchange Commission since December 28, 1996, pursuant to Sections 13 or 15(d) of
the Exchange Act.

         c. Description of the Company Common Stock, contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-58938), filed with the
Securities and Exchange Commission.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         The common stock, without par value, (the "Common Stock") of the
Company offered pursuant to this registration statement is registered under
Section 12(g) of the Securities Exchange Act of 1934. The description of the
Company Common Stock is incorporated by reference pursuant to Item 3.c. above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 5 of the Company's Bylaws provides that the Company shall
indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Under Minnesota law, a corporation shall, unless
prohibited or limited by its articles of incorporation or bylaws, indemnify its
directors, officers, and employees against judgments, penalties, fines,
settlements, expenses, and disbursements, incurred by such person who was, or is
threatened to be, made a party to a proceeding by reason of the fact that the
person is or was a director, officer, or employee of the corporation if
generally, with respect to the acts or omission of the person complained of in
the proceeding, they had no reasonable cause to believe the conduct was
unlawful; and reasonably believed the conduct was in the best interests of the
corporation or, in certain circumstances, reasonably believed that the conduct
was not opposed to the best interests of the corporation. Minnesota corporate
law also provides that a corporation may purchase and maintain insurance on
behalf of any indemnified party against any liability asserted against such
person, whether or not the corporation would have been required to indemnify the
person against liability under the provisions of Minnesota corporate law. The
Company presently does not maintain an insurance policy covering the liability
of directors and officer.

         As permitted by Section 302A.251 of the Minnesota Statutes, Article 6
of the Articles of Incorporation of the Company provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for certain types of breaches of fiduciary duty as a director.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION                                                    PAGE
------      -----------                                                    ----

 5.1        Opinion of Mackall, Crounse & Moore as to the 
            legality of Common Stock of the Company ....................     7

24.1        Consent of McGladrey & Pullen, LLP .........................     9

24.2        Consent of Mackall, Crounse & Moore [included 
            in its opinion filed as Exhibit 5.1].

25.1        Powers of Attorney [included as part of signature page].

28.1        Appliance Recycling Centers of America, Inc. 
            1997 Stock Option Plan (the "1997 Plan") ...................    10

28.2        Amendment to 1997 Plan, dated May 20, 1997 .................    16

ITEM 9.  UNDERTAKINGS.

(a)      RULE 415 OFFERING.

         The undersigned registrant hereby undertakes:

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

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (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;
                           and

                  (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 registration statement is on Form S-3 or Form
                  S-8, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the registration
                  statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

(b)      FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) 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.

(h)      STATEMENT REQUIRED IN CONNECTION WITH FILING OF REGISTRATION STATEMENT
         ON FORM S-8.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 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 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 Act
         and will be governed by the final adjudication of such issue.

                                   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 Minneapolis, State of Minnesota as of June 4, 1997.

                              APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

                              By /s/ Edward R. Cameron
                                 Edward R. Cameron
                                 Chairman of the Board, President and 
                                 Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Edward R. Cameron and Kent S. McCoy, or either of them, such person's
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such person and in such person's name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits hereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

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

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

/s/ Edward R. Cameron     Chairman of the Board, President,       June 4, 1997
Edward R. Cameron         Chief Executive Officer and Director
                          (Principal Executive Officer)

/s/ Kent S. McCoy         Vice President, Finance                 June 4, 1997
Kent S. McCoy             (Principal Accounting Officer)

/s/ George B. Bonniwell   Director                                June 4, 1997
George B. Bonniwell

/s/ Duane S. Carlson      Director                                June 4, 1997
Duane S. Carlson

/s/ Harry W. Spell        Director                                June 4, 1997
Harry W. Spell