As filed with the Securities and Exchange Commission on June 9, 1999
                                                    Registration No. 333-______
--------------------------------------------------------------------------------

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

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

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

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

                             INSIGNIA SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

              MINNESOTA                                    41-1656308
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                               5025 CHESHIRE LANE
                               PLYMOUTH, MN 55446
              (Address of Principal Executive Offices and zip code)

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

                             INSIGNIA SYSTEMS, INC.
                                 1990 STOCK PLAN
                            (Full title of the Plan)

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

               Scott F. Drill                              Copy to:
    Chief Executive Officer and President
           Insignia Systems, Inc.                      Richard D. McNeil
             5025 Cheshire Lane                       Kristin L. Johnson
             Plymouth, MN  55446                  Lindquist & Vennum P.L.L.P.
               (612) 392-6200                           4200 IDS Center
   (Name, address, including zip code and           80 South Eighth Street
   telephone number of agent for service)            Minneapolis, MN 55402
                                                        (612) 371-3211

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                            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,           250,000 shares(2)        $1.75(1)               $437,500                  $122
$.01 par value
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the closing price of the
     Company's Common Stock on the Nasdaq SmallCap Market System on June 7,
     1999.
(2)  520,000 shares were registered on Form S-8 (No. 33-47003) on April 6, 1992,
     100,000 shares were registered on Form S-8 (No. 33-92376) on May 16, 1995,
     300,000 shares were registered on Form S-8 (No. 333-43781) on January 6,
     1998, and 600,000 shares were registered on Form S-8 (No. 333-59709) on
     July 23, 1998.



<PAGE>



               INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

     A Registration Statement on Form S-8 (File No. 33-47003) was filed with the
Securities and Exchange Commission on April 6, 1992 covering the registration of
520,000 shares initially authorized for issuance under the Company's 1990 Stock
Plan (the "Plan"). Registration Statements on Form S-8 (File Nos. 33-92376, 333-
43781 and 333-59706) were filed with the Securities and Exchange Commission on
May 16, 1995, January 6, 1998 and July 23, 1998 covering the registration of an
additional 100,000, 300,000 and 600,000 shares, respectively, authorized for
issuance under the Plan. Pursuant to General Instruction E of Form S-8, this
Registration Statement is being filed to register the additional 250,000 shares
authorized under the Plan. An amendment to the Plan to increase the number of
shares under the Plan by 250,000 shares was authorized by the Company's Board of
Directors and was approved by the shareholders on May 20, 1999. This
Registration Statement should also be considered a post-effective amendment to
the prior Registration Statements. The contents of the prior Registration
Statements are incorporated herein by reference.

                                     PART I

     Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:

     (a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1998.

     (b) The Definitive Proxy Statement dated April 12, 1999 for the Annual
Meeting of Shareholders held on May 20, 1999.

     (c) The Quarterly Report of the Company on Form 10-Q for the quarter ended
March 31, 1998.

     (d) The description of the Company's capital stock as set forth in the
Company's Form S-18 Registration Statement dated June 17, 1991 (File No.
33-40765-C), including any amendment or report filed for the purpose of updating
such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.



                                       -2-

<PAGE>



Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company's Bylaws provide that the Company shall indemnify its officers,
directors, committee members and employees in accordance with, and to the
fullest extent permitted by, the provisions of the Minnesota Business
Corporation Act, as it may be amended from time to time.

     Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

     (1)      Has not been indemnified by another organization or employee
              benefit plan for the same judgments, penalties, fines, including,
              without limitation, excise taxes assessed against the person with
              respect to an employee benefit plan, settlements, and reasonable
              expenses, including attorneys' fees and disbursements, incurred by
              the person in connection with the proceeding with respect to the
              same acts or omissions;

     (2)      Acted in good faith;

     (3)      Received no improper personal benefit and section 302A.255
              (Director Conflicts of Interest), if applicable, has been
              satisfied;

     (4)      In the case of a criminal proceeding, had no reasonable cause to
              believe the conduct was unlawful; and

     (5)      In the case of acts or omissions occurring in the official
              capacity described in subdivision 1, paragraph (c), clause (1) or
              (2), reasonably believed that the conduct was in the best
              interests of the corporation, or in the case of acts or omissions
              occurring in the official capacity described in subdivision 1,
              paragraph (c), clause (3), reasonably believed that the conduct
              was not opposed to the best interests of the corporation. If the
              person's acts or omissions complained of in the proceeding relate
              to conduct as a director, officer, trustee, employee, or agent of
              an employee benefit plan, the conduct is not considered to be
              opposed to the best interests of the corporation if the person
              reasonably believed that the conduct was in the best interests of
              the participants or beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.

     Not applicable.


                                       -3-

<PAGE>



Item 8.  Exhibits.

      Exhibit
      -------

      4.1   Insignia Systems, Inc. 1990 Stock Plan, as amended

      5.1   Opinion of Lindquist & Vennum P.L.L.P.

      23.1  Consent of Lindquist & Vennum (included in Exhibit 5.1)

      23.2  Consent of Ernst & Young, LLP independent public accountants

      24.1  Power of Attorney (set forth on the signature page hereof)

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, represents 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;

         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) 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


                                       -4-

<PAGE>

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) 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 connected 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.



                                       -5-

<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 Minneapolis, State of Minnesota, on June 8, 1999.

                    INSIGNIA SYSTEMS, INC.

                    By /s/ Scott F. Drill
                       ------------------------------------------------------
                        Scott F. Drill, President and Chief Executive Officer


                                POWER OF ATTORNEY

         The undersigned officers and directors of Insignia Systems, Inc. hereby
constitute and appoint Scott Drill and John Whisnant, or either of them, with
power to act one without the other, our true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on the 8th day of June, 1999.

<TABLE>
<CAPTION>
Signature                                            Title
---------                                            -----

<S>                                         <C>
 /s/ G.L. Hoffman                           Chairman and Secretary
-----------------------------
G.L. Hoffman

 /s/ Scott F. Drill                         President, Chief Executive
-----------------------------               Officer and Director (principal executive officer)
Scott F. Drill

 /s/ John R. Whisnant                       Vice President, Finance (principal financial and accounting
-----------------------------               officer)
John R. Whisnant

/s/ Gary L. Vars                            Executive Vice President and Director
-----------------------------
Gary L. Vars

 /s/ Donald E. Schultz                      Director
-----------------------------
Donald E. Schultz

 /s/ Erwin A. Kelen                         Director
-----------------------------
Erwin A. Kelen

 /s/ Gordon F. Stofer                       Director
-----------------------------
Gordon F. Stofer

 /s/ Frank D. Trestman                      Director
-----------------------------
Frank D. Trestman
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16711}]
{"company-data": {"conformed-name": "INSIGNIA SYSTEMS INC/MN", "cik": "0000875355", "assigned-sic": "5040", "irs-number": "411656308", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80261", "film-number": "99642821"}, "business-address": {"street1": "10801 RED CIRCLE DR", "city": "MINNETONKA", "state": "MN", "zip": "55343", "phone": "6129308200"}, "mail-address": {"street1": "10801 RED CIRCLE DRIVE", "street2": "10801 RED CIRCLE DRIVE", "city": "MINNETONKA", "state": "MN", "zip": "55343"}}
As filed with the Securities and Exchange Commission on June 9, 1999
                                                    Registration No. 333-______
--------------------------------------------------------------------------------

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

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

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

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

                             INSIGNIA SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

              MINNESOTA                                    41-1656308
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                               5025 CHESHIRE LANE
                               PLYMOUTH, MN 55446
              (Address of Principal Executive Offices and zip code)

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

                             INSIGNIA SYSTEMS, INC.
                                 1990 STOCK PLAN
                            (Full title of the Plan)

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

               Scott F. Drill                              Copy to:
    Chief Executive Officer and President
           Insignia Systems, Inc.                      Richard D. McNeil
             5025 Cheshire Lane                       Kristin L. Johnson
             Plymouth, MN  55446                  Lindquist & Vennum P.L.L.P.
               (612) 392-6200                           4200 IDS Center
   (Name, address, including zip code and           80 South Eighth Street
   telephone number of agent for service)            Minneapolis, MN 55402
                                                        (612) 371-3211

                         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,           250,000 shares(2)        $1.75(1)               $437,500                  $122
$.01 par value
----------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the closing price of the
     Company's Common Stock on the Nasdaq SmallCap Market System on June 7,
     1999.
(2)  520,000 shares were registered on Form S-8 (No. 33-47003) on April 6, 1992,
     100,000 shares were registered on Form S-8 (No. 33-92376) on May 16, 1995,
     300,000 shares were registered on Form S-8 (No. 333-43781) on January 6,
     1998, and 600,000 shares were registered on Form S-8 (No. 333-59709) on
     July 23, 1998.
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

     A Registration Statement on Form S-8 (File No. 33-47003) was filed with the
Securities and Exchange Commission on April 6, 1992 covering the registration of
520,000 shares initially authorized for issuance under the Company's 1990 Stock
Plan (the "Plan"). Registration Statements on Form S-8 (File Nos. 33-92376, 333-
43781 and 333-59706) were filed with the Securities and Exchange Commission on
May 16, 1995, January 6, 1998 and July 23, 1998 covering the registration of an
additional 100,000, 300,000 and 600,000 shares, respectively, authorized for
issuance under the Plan. Pursuant to General Instruction E of Form S-8, this
Registration Statement is being filed to register the additional 250,000 shares
authorized under the Plan. An amendment to the Plan to increase the number of
shares under the Plan by 250,000 shares was authorized by the Company's Board of
Directors and was approved by the shareholders on May 20, 1999. This
Registration Statement should also be considered a post-effective amendment to
the prior Registration Statements. The contents of the prior Registration
Statements are incorporated herein by reference.

                                     PART I

     Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:

     (a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1998.

     (b) The Definitive Proxy Statement dated April 12, 1999 for the Annual
Meeting of Shareholders held on May 20, 1999.

     (c) The Quarterly Report of the Company on Form 10-Q for the quarter ended
March 31, 1998.

     (d) The description of the Company's capital stock as set forth in the
Company's Form S-18 Registration Statement dated June 17, 1991 (File No.
33-40765-C), including any amendment or report filed for the purpose of updating
such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

                                       -2-
Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company's Bylaws provide that the Company shall indemnify its officers,
directors, committee members and employees in accordance with, and to the
fullest extent permitted by, the provisions of the Minnesota Business
Corporation Act, as it may be amended from time to time.

     Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

     (1)      Has not been indemnified by another organization or employee
              benefit plan for the same judgments, penalties, fines, including,
              without limitation, excise taxes assessed against the person with
              respect to an employee benefit plan, settlements, and reasonable
              expenses, including attorneys' fees and disbursements, incurred by
              the person in connection with the proceeding with respect to the
              same acts or omissions;

     (2)      Acted in good faith;

     (3)      Received no improper personal benefit and section 302A.255
              (Director Conflicts of Interest), if applicable, has been
              satisfied;

     (4)      In the case of a criminal proceeding, had no reasonable cause to
              believe the conduct was unlawful; and

     (5)      In the case of acts or omissions occurring in the official
              capacity described in subdivision 1, paragraph (c), clause (1) or
              (2), reasonably believed that the conduct was in the best
              interests of the corporation, or in the case of acts or omissions
              occurring in the official capacity described in subdivision 1,
              paragraph (c), clause (3), reasonably believed that the conduct
              was not opposed to the best interests of the corporation. If the
              person's acts or omissions complained of in the proceeding relate
              to conduct as a director, officer, trustee, employee, or agent of
              an employee benefit plan, the conduct is not considered to be
              opposed to the best interests of the corporation if the person
              reasonably believed that the conduct was in the best interests of
              the participants or beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

                                       -3-
Item 8.  Exhibits.

      Exhibit
      -------

      4.1   Insignia Systems, Inc. 1990 Stock Plan, as amended

      5.1   Opinion of Lindquist & Vennum P.L.L.P.

      23.1  Consent of Lindquist & Vennum (included in Exhibit 5.1)

      23.2  Consent of Ernst & Young, LLP independent public accountants

      24.1  Power of Attorney (set forth on the signature page hereof)

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, represents 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;

         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) 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

                                       -4-
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) 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 connected 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.

                                       -5-
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, on June 8, 1999.

                    INSIGNIA SYSTEMS, INC.

                    By /s/ Scott F. Drill
                       ------------------------------------------------------
                        Scott F. Drill, President and Chief Executive Officer

                                POWER OF ATTORNEY

         The undersigned officers and directors of Insignia Systems, Inc. hereby
constitute and appoint Scott Drill and John Whisnant, or either of them, with
power to act one without the other, our true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on the 8th day of June, 1999.
Signature                                            Title
---------                                            -----
/s/ G.L. Hoffman                           Chairman and Secretary
-----------------------------
G.L. Hoffman

 /s/ Scott F. Drill                         President, Chief Executive
-----------------------------               Officer and Director (principal executive officer)
Scott F. Drill

 /s/ John R. Whisnant                       Vice President, Finance (principal financial and accounting
-----------------------------               officer)
John R. Whisnant

/s/ Gary L. Vars                            Executive Vice President and Director
-----------------------------
Gary L. Vars

 /s/ Donald E. Schultz                      Director
-----------------------------
Donald E. Schultz

 /s/ Erwin A. Kelen                         Director
-----------------------------
Erwin A. Kelen

 /s/ Gordon F. Stofer                       Director
-----------------------------
Gordon F. Stofer

 /s/ Frank D. Trestman                      Director
-----------------------------
Frank D. Trestman