<PAGE>
  
   As filed with the Securities and Exchange Commission on November 17, 1997

                                                  Registration No. 333- ________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                            GAMMA BIOLOGICALS, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           Texas                                          74-1668436
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

     3700 Mangum Road, Houston, Texas                     77092
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)


                    1997 OUTSIDE DIRECTOR STOCK OPTION PLAN
                           (FULL TITLE OF THE PLAN)

                               David E. Hatcher
                               3700 Mangum Road
                             Houston, Texas 77092
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (713) 681-8481
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================== 
                               Amount to    Proposed maximum        Proposed
 Title of securities to be        be         offering price    maximum aggregate      Amount of
        registered           registered (1)   per share (2)    offering price (2)  registration fee
-----------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                <C>                 <C>
Common Stock, $0.10          100,000             $5.375            $458,000               $139
 per share par value         shares
 ("Common Stock")
===================================================================================================== 
</TABLE>

(1) Represents the maximum number of shares which could be purchased upon the
    exercise of all stock options now outstanding or which may hereafter be
    granted under the above plan.

(2) Estimated solely for purposes of calculating the registration fee, pursuant
    to Rule 457(c) and (h), based on 40,000 shares subject to options previously
    granted and on the average of the high and low prices on November 12, 1997
    with respect to 60,000 shares of Common Stock as to which options have not
    been granted as of the date of filing this registration statement.
================================================================================
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Securities and
Exchange Commission by Gamma Biologicals, Inc. (the "Company"), are incorporated
herein by reference and made a part hereof:  (a) Annual Report on Form 10-K for
the year ended March 31, 1997; (b) Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997; (c) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997; and (d) description of the Common Stock contained in the
Registration Statement on Form 8-A filed on June 5, 1981 and description of
Common Stock Purchase Rights contained in the Registration Statement on Form 8-A
filed on October 2, 1989, as amended.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and 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 part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 2.02-1 of the Texas Business Corporation Act contains detailed
provisions for indemnification of directors and officers of Texas corporations
against any judgments, penalties, fines, settlements and reasonable expenses
which may be incurred in connection with any threatened, pending or completed
proceeding in which the director or officer is a named defendant or respondent.
The Company's Amended and Restated Bylaws require the Company to indemnify and
advance expenses to the Company's directors and officers to the maximum extent
allowed by the Texas Business Corporation Act and other applicable law, and
expressly authorize the Company to purchase directors and officers liability
insurance.  The Company has purchased a directors and officers liability
insurance policy which provides for insurance of the directors and officers of
the Company against certain liabilities they may incur in their capacity as
such.

     The Restated Articles of Incorporation of the Company expressly provide
that no director of the Company shall be liable to the Company or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability for breach of the director's duty
of loyalty, an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law, a transaction from which the
director receives an improper benefit, an act or omission for which the
liability of the director is expressly provided for by statute, or an act
related to an unlawful stock repurchase or payment of a dividend.

     Reference is made to the form of the 1997 Outside Director Stock Option
Plan, filed as Exhibit 99.1 which contains provisions for indemnification and
limitations on the liability of the Company and its directors for actions taken
in connection with the administration of such Plan.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
<PAGE>
 
ITEM 8.  EXHIBITS.

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

        4.1         Restated Articles of Incorporation of the Company dated June
                    20, 1996. Incorporated by reference to the Company's Annual
                    Report on Form 10-K for the year ended March 31, 1996,
                    Exhibit 3(a).
                    
        4.2         Amended and Restated Bylaws of the Company dated April 13,
                    1990. Incorporated by reference to the Company's Annual
                    Report on Form 10-K for the year ended March 31, 1990,
                    Exhibit 3(b).

        4.3         Specimen Common Stock certificate of the Company.
                    Incorporated by reference to the Company's Annual Report on
                    Form 10-K for the year ended March 31, 1990, Exhibit 4(a).

        4.4         Shareholder Rights Plan dated as of September 5, 1989.
                    Incorporated by reference to the Company's Current Report on
                    Form 8-K dated September 5, 1989, Exhibit 4.1.

        5.1         Opinion and Consent of Liddell, Sapp, Zivley, Hill & LaBoon,
                    L.L.P.

       15           Not applicable.

       23.1         Consent of Deloitte & Touche LLP.

       23.2         Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                    (included in Exhibit 5.1 to this registration statement).

       24           Not applicable.

       99.1         1997 Outside Director Stock Option Plan.


ITEM 9.  UNDERTAKINGS.

(a)  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;

         (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.

     (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.
<PAGE>
 
(b)  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(a) 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.

(c)  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.
<PAGE>
 
                                  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 Houston, State of Texas, on this 17th day of
November, 1997.

                                GAMMA BIOLOGICALS, INC.



                                By: /s/ DAVID E. HATCHER
                                    ------------------------------------
                                    (DAVID E. HATCHER, CHAIRMAN  OF THE 
                                    BOARD, PRESIDENT AND CHIEF EXECUTIVE
                                    OFFICER)


     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 dates indicated.

<TABLE>
<CAPTION>
        Signatures                         Title                      Date
        ----------                         -----                      ----         
<S>                          <C>                                <C>
/s/ DAVID E. HATCHER         Chairman of the Board of           November 17, 1997
---------------------------  Directors, President and Chief
(DAVID E. HATCHER)           Executive Officer  (Principal
                             executive officer)

/s/ MARGARET J. O'BANNION    Vice President-Finance and Chief   November 17, 1997
---------------------------  Financial Officer (Principal
(MARGARET J. O'BANNION)      financial and accounting officer)
 
/s/ DR. RICHARD H. ASTER     Director                           November 17, 1997
---------------------------
(DR. RICHARD H. ASTER)

/s/ BRYAN J. BRIEDEN         Director                           November 17, 1997
---------------------------
(BRYAN J. BRIEDEN)

/s/ H. H. "WILL" HARDEE      Director                           November 17, 1997
---------------------------
(H. H. "WILL" HARDEE)

/s/ BETTY FRANCIS HATCHER    Director                           November 17, 1997
---------------------------
(BETTY FRANCIS HATCHER)

/s/ HAYLE B. RANDOLPH        Director                           November 17, 1997
---------------------------
(HAYLE B. RANDOLPH)
</TABLE>
<PAGE>
 
                                 EXHIBIT INDEX
                                                                  Sequentially
Exhibit No.                     Exhibit                           Numbered Page
-----------                     -------                           -------------

   4.1         Restated Articles of Incorporation of the Company 
               dated June 20, 1996.  Incorporated by reference to
               the Company's Annual Report on Form 10-K for the 
               year ended March 31, 1996, Exhibit 3(a).

   4.2         Amended and Restated Bylaws of the Company dated 
               April 13, 1990.  Incorporated by reference to the 
               Company's Annual Report on Form 10-K for the year 
               ended March 31, 1990, Exhibit 3(b).

   4.3         Specimen Common Stock certificate of the Company.
               Incorporated by reference to the Company's Annual 
               Report on Form 10-K for the year ended March 31, 1990,
               Exhibit 4(a).

   4.4         Shareholder Rights Plan dated as of September 5, 1989.
               Incorporated by reference to the Company's Current 
               Report on Form 8-K dated September 5, 1989, 
               Exhibit 4.1.

   5.1         Opinion and Consent of Liddell, Sapp, Zivley, 
               Hill & LaBoon, L.L.P.

  15           Not applicable.

  23.1         Consent of Deloitte & Touche LLP.

  23.2         Consent of Liddell, Sapp, Zivley, Hill & LaBoon, 
               L.L.P. (included in Exhibit 5.1 to this registration
               statement).

  24           Not applicable.

  99.1         1997 Outside Director Stock Option Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15416}]
{"company-data": {"conformed-name": "GAMMA BIOLOGICALS INC", "cik": "0000317890", "assigned-sic": "2835", "irs-number": "741668436", "state-of-incorporation": "TX", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40367", "film-number": "97722767"}, "business-address": {"street1": "3700 MANGUM RD", "city": "HOUSTON", "state": "TX", "zip": "77092", "phone": "7136818481"}}
As filed with the Securities and Exchange Commission on November 17, 1997

                                                  Registration No. 333- ________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                            GAMMA BIOLOGICALS, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Texas                                          74-1668436
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

     3700 Mangum Road, Houston, Texas                     77092
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

                    1997 OUTSIDE DIRECTOR STOCK OPTION PLAN
                           (FULL TITLE OF THE PLAN)

                               David E. Hatcher
                               3700 Mangum Road
                             Houston, Texas 77092
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (713) 681-8481
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE
===================================================================================================== 
                               Amount to    Proposed maximum        Proposed
 Title of securities to be        be         offering price    maximum aggregate      Amount of
        registered           registered (1)   per share (2)    offering price (2)  registration fee
-----------------------------------------------------------------------------------------------------
Common Stock, $0.10          100,000             $5.375            $458,000               $139
 per share par value         shares
 ("Common Stock")
=====================================================================================================
(1) Represents the maximum number of shares which could be purchased upon the
    exercise of all stock options now outstanding or which may hereafter be
    granted under the above plan.

(2) Estimated solely for purposes of calculating the registration fee, pursuant
    to Rule 457(c) and (h), based on 40,000 shares subject to options previously
    granted and on the average of the high and low prices on November 12, 1997
    with respect to 60,000 shares of Common Stock as to which options have not
    been granted as of the date of filing this registration statement.
================================================================================
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Securities and
Exchange Commission by Gamma Biologicals, Inc. (the "Company"), are incorporated
herein by reference and made a part hereof:  (a) Annual Report on Form 10-K for
the year ended March 31, 1997; (b) Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997; (c) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997; and (d) description of the Common Stock contained in the
Registration Statement on Form 8-A filed on June 5, 1981 and description of
Common Stock Purchase Rights contained in the Registration Statement on Form 8-A
filed on October 2, 1989, as amended.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and 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 part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 2.02-1 of the Texas Business Corporation Act contains detailed
provisions for indemnification of directors and officers of Texas corporations
against any judgments, penalties, fines, settlements and reasonable expenses
which may be incurred in connection with any threatened, pending or completed
proceeding in which the director or officer is a named defendant or respondent.
The Company's Amended and Restated Bylaws require the Company to indemnify and
advance expenses to the Company's directors and officers to the maximum extent
allowed by the Texas Business Corporation Act and other applicable law, and
expressly authorize the Company to purchase directors and officers liability
insurance.  The Company has purchased a directors and officers liability
insurance policy which provides for insurance of the directors and officers of
the Company against certain liabilities they may incur in their capacity as
such.

     The Restated Articles of Incorporation of the Company expressly provide
that no director of the Company shall be liable to the Company or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability for breach of the director's duty
of loyalty, an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law, a transaction from which the
director receives an improper benefit, an act or omission for which the
liability of the director is expressly provided for by statute, or an act
related to an unlawful stock repurchase or payment of a dividend.

     Reference is made to the form of the 1997 Outside Director Stock Option
Plan, filed as Exhibit 99.1 which contains provisions for indemnification and
limitations on the liability of the Company and its directors for actions taken
in connection with the administration of such Plan.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
ITEM 8.  EXHIBITS.

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

        4.1         Restated Articles of Incorporation of the Company dated June
                    20, 1996. Incorporated by reference to the Company's Annual
                    Report on Form 10-K for the year ended March 31, 1996,
                    Exhibit 3(a).
                    
        4.2         Amended and Restated Bylaws of the Company dated April 13,
                    1990. Incorporated by reference to the Company's Annual
                    Report on Form 10-K for the year ended March 31, 1990,
                    Exhibit 3(b).

        4.3         Specimen Common Stock certificate of the Company.
                    Incorporated by reference to the Company's Annual Report on
                    Form 10-K for the year ended March 31, 1990, Exhibit 4(a).

        4.4         Shareholder Rights Plan dated as of September 5, 1989.
                    Incorporated by reference to the Company's Current Report on
                    Form 8-K dated September 5, 1989, Exhibit 4.1.

        5.1         Opinion and Consent of Liddell, Sapp, Zivley, Hill & LaBoon,
                    L.L.P.

       15           Not applicable.

       23.1         Consent of Deloitte & Touche LLP.

       23.2         Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                    (included in Exhibit 5.1 to this registration statement).

       24           Not applicable.

       99.1         1997 Outside Director Stock Option Plan.

ITEM 9.  UNDERTAKINGS.

(a)  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;

         (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.

     (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)  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(a) 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.

(c)  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 Houston, State of Texas, on this 17th day of
November, 1997.

                                GAMMA BIOLOGICALS, INC.

                                By: /s/ DAVID E. HATCHER
                                    ------------------------------------
                                    (DAVID E. HATCHER, CHAIRMAN  OF THE 
                                    BOARD, PRESIDENT AND CHIEF EXECUTIVE
                                    OFFICER)

     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 dates indicated.
Signatures                         Title                      Date
        ----------                         -----                      ----
/s/ DAVID E. HATCHER         Chairman of the Board of           November 17, 1997
---------------------------  Directors, President and Chief
(DAVID E. HATCHER)           Executive Officer  (Principal
                             executive officer)

/s/ MARGARET J. O'BANNION    Vice President-Finance and Chief   November 17, 1997
---------------------------  Financial Officer (Principal
(MARGARET J. O'BANNION)      financial and accounting officer)
 
/s/ DR. RICHARD H. ASTER     Director                           November 17, 1997
---------------------------
(DR. RICHARD H. ASTER)

/s/ BRYAN J. BRIEDEN         Director                           November 17, 1997
---------------------------
(BRYAN J. BRIEDEN)

/s/ H. H. "WILL" HARDEE      Director                           November 17, 1997
---------------------------
(H. H. "WILL" HARDEE)

/s/ BETTY FRANCIS HATCHER    Director                           November 17, 1997
---------------------------
(BETTY FRANCIS HATCHER)

/s/ HAYLE B. RANDOLPH        Director                           November 17, 1997
---------------------------
(HAYLE B. RANDOLPH)
EXHIBIT INDEX
                                                                  Sequentially
Exhibit No.                     Exhibit                           Numbered Page
-----------                     -------                           -------------

   4.1         Restated Articles of Incorporation of the Company 
               dated June 20, 1996.  Incorporated by reference to
               the Company's Annual Report on Form 10-K for the 
               year ended March 31, 1996, Exhibit 3(a).

   4.2         Amended and Restated Bylaws of the Company dated 
               April 13, 1990.  Incorporated by reference to the 
               Company's Annual Report on Form 10-K for the year 
               ended March 31, 1990, Exhibit 3(b).

   4.3         Specimen Common Stock certificate of the Company.
               Incorporated by reference to the Company's Annual 
               Report on Form 10-K for the year ended March 31, 1990,
               Exhibit 4(a).

   4.4         Shareholder Rights Plan dated as of September 5, 1989.
               Incorporated by reference to the Company's Current 
               Report on Form 8-K dated September 5, 1989, 
               Exhibit 4.1.

   5.1         Opinion and Consent of Liddell, Sapp, Zivley, 
               Hill & LaBoon, L.L.P.

  15           Not applicable.

  23.1         Consent of Deloitte & Touche LLP.

  23.2         Consent of Liddell, Sapp, Zivley, Hill & LaBoon, 
               L.L.P. (included in Exhibit 5.1 to this registration
               statement).

  24           Not applicable.

  99.1         1997 Outside Director Stock Option Plan.