Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              STARCRAFT CORPORATION
             (Exact name of Registrant as specified in its charter)

Indiana                                                   35-1817634
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                             Identification no.)

P.O. Box 1903, 2703 College Avenue
Goshen, Indiana                                           46256
(Address of Principal Executive Offices)                  (Zip Code)

                 STARCRAFT CORPORATION 1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

Michael H. Schoeffler                              Copy to:
Starcraft Corporation                              Eric R. Moy, Esq.
P.O. Box 1903                                      Barnes & Thornburg
2703 College Avenue                                1313 Merchants Bank Building
Goshen, Indiana 46256                              11 South Meridian Street
(Name and address of agent for service)            Indianapolis, Indiana 46204

Telephone number of agent for service:
(219) 533-1105

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                Proposed
                                                        Proposed                 maximum
       Title of                                          maximum                aggregate
   securities to be           Amount to be           offering price             offering                Amount of
      registered              registered(1)           per share(2)              price(2)             registration fee
=====================================================================================================================
<S>                              <C>                   <C>                      <C>                   <C>                   
     Common Stock,
      without par
         value                   250,000               $2.92                  $730,937.50                $221.50
---------------------------------------------------------------------------------------------------------------------

=====================================================================================================================
</TABLE>

(1)      Any additional shares of Common Stock to be issued as a result of stock
         dividends,  stock splits, or similar  transactions  shall be covered by
         this Registration Statement as provided in Rule 416.

(2)      Estimated  solely to determine  the  registration  fee and based on the
         option price of stock options already granted under the Plan and on the
         average of the bid and asked sales  prices per share of Common Stock of
         Starcraft  Corporation on May 22, 1997, as to shares not yet subject to
         options granted under the Plan, pursuant to Rule 457(c) and (h).

                                   Page 1 of 8
                            Exhibit Index on Page E-1

                                       -1-
<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by  Part I of the  form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Starcraft  Corporation  1997 Stock  Incentive  Plan (the "Plan") as specified in
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute  (along with the documents  incorporated  by reference
into  this  Form  S-8  Registration  Statement  (the  "Registration  Statement")
pursuant to Item 3 of Part II hereof),  a prospectus that meets the requirements
of Section 10(a) of the 1933 Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement:

         (1)      Annual  Report  on Form  10-K of  Starcraft  Corporation  (the
                  "Registrant")  filed with the  Commission  for the fiscal year
                  ended September 29, 1996;

         (2)      The  quarterly  reports on Form 10-Q of Starcraft  Corporation
                  for the fiscal  quarters ended December 29, 1996 and March 30,
                  1997.

         (3)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Registrant since February 12, 1997; and

         (4)      The  description  of  the  capital  stock  of  the  Registrant
                  contained in the Registrant's  Registration  Statement on Form
                  8-A,  which was filed with the Commission on June 3, 1993, and
                  all  amendments  or reports  filed for the purpose of updating
                  such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.


                                       -2-
<PAGE>

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 10 of the  Registrant's  Articles  of  Incorporation,  pursuant  to
authority  contained in the Indiana Business  Corporation Law,  provides for the
indemnification  of the Registrant's  officers and directors  against  expenses,
judgments,  settlements,  penalties  and fines that may be  incurred  by them in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they are made  parties if they acted in good
faith and in a manner they reasonably believed,  in the case of conduct in their
official capacity,  was in the best interest of the Registrant and, in all other
cases, was not opposed to the best interests of the Registrant and, with respect
to any  criminal  action or  proceeding,  they  either had  reasonable  cause to
believe their conduct was lawful or no reasonable cause to believe their conduct
was unlawful.  Such  indemnification is required in cases where the directors or
officers  are  successful,  on the merits or  otherwise,  in the  defense of any
claim, issue or matter.


Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         The exhibits  furnished with this registration  statement are listed on
page E-1.

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 1933 Act;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                                       -3-
<PAGE>

                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement;

               (iii)to include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such  information in the
                    Registration  Statement;  provided,  however,  that  clauses
                    (a)(1)(i)  and  (a)(1)(ii)  do not apply if the  information
                    required  to be included in a  post-effective  amendment  by
                    those clauses is contained in periodic reports filed with or
                    furnished to the  Commission by the  Registrant  pursuant to
                    Section 13 or 15(d) of the 1934 Act that are incorporated by
                    reference in the Registration Statement;

         (2) that, for the purpose of determining  any liability  under the 1933
Act, 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; and

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

         (b) The undersigned  Registrant  hereby undertakes that for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 1934 Act) 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 1993
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission,  such indemnification is
against  public  policy  as  expressed  in  the  1933  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                       -4-
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Goshen, and the State of Indiana,  on this 27th day
of May, 1997.

                                            STARCRAFT CORPORATION


                                          By /s/ Kelly L. Rose
                                             ----------------------------------
                                              Kelly L. Rose
                                              Chief Executive Officer


     Each person whose signature  appears below hereby  constitutes and appoints
Kelly L. Rose and  Michael H.  Schoeffler,  and each of them his true and lawful
attorney-in-fact  and agent with full power of substitution  and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto, and other
documents in connection  therewith,  with the Securities and Exchange Commission
under the Securities Act of 1933.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                              Title                    Date

(1  Principal Executive Officers:


    /s/ Kelly L. Rose                                           May 27, 1997
    -----------------------------
    Kelly L. Rose                      Chief Executive Officer

    /s/ Michael H. Schoeffler          President, Chief         May 27, 1997
    -----------------------------      Financial Officer,
    Michael H. Schoeffler              Treasurer
                                       

                                       S-1
<PAGE>

(2  A Majority of the Board of                          )
    Directors                                           )
                                                        )
    /s/ L. Craig Fulmer                 Director        )
    -----------------------------                       )
    L. Craig Fulmer                                     )
                                                        )
    /s/ David J. Matteson               Director        )
    -----------------------------                       )
    David J. Matteson                                   )
                                                        )
    /s/ Allen H. Neuharth               Director        )       May 27, 1997
    -----------------------------                       )
    Allen H. Neuharth                                   )
                                                        )
    /s/ Frank K. Martin                 Director        )
    -----------------------------                       )
    Frank K. Martin                                     )
                                                        )
    /s/ Kelly L. Rose                   Director        )
    -----------------------------                       )
    Kelly L. Rose                                       )


                                       S-2

<PAGE>
                                INDEX TO EXHIBITS

                                                                        Page No.
                                                                        In This
Exhibit No.                  Description                                 Filing

4.1      Articles of  Incorporation of the Registrant are incorporated      *
         by  reference  to  Exhibit  3.1 to the  Registrant's  Annual
         Report on Form 10-K for the fiscal year ended October 1, 1995

4.2      By-Laws of the  Registrant are  incorporated  by reference to      *
         Exhibit 3.2 of the Registrant's  Annual Report on Form 10-K
         for the fiscal year ended September 29, 1996.

5        Opinion  of  Barnes &  Thornburg  as to the  legality  of the
         securities being registered.

23.1     Consent of Ernst & Young, LLP.

23.2     Consent of McGladrey & Pullen, LLP.

23.3     Consent of Barnes & Thornburg (included as part of Exhibit 5).

24       Power of Attorney (set forth on page S-1 of this Registration
         Statement).

--------------
(*)      Previously  filed with the SEC and  incorporated by reference
         into this Registration Statement


















                                       E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE:  1997 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 17345}]
{"company-data": {"conformed-name": "STARCRAFT CORP /IN/", "cik": "0000906473", "assigned-sic": "3716", "irs-number": "351817634", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28247", "film-number": "97617790"}, "business-address": {"street1": "PO BOX 1903", "street2": "2703 COLLEGE AVENUE", "city": "GOSHEN", "state": "IN", "zip": "46526", "phone": "2195531105"}, "mail-address": {"street1": "2703 COLLEGE AVENUE", "street2": "POST OFFICE BOX 1903", "city": "GOSHEN", "state": "IN", "zip": "46526"}, "former-company": [{"former-conformed-name": "STARCRAFT CORP        /IN/", "date-changed": "19950728"}, {"former-conformed-name": "STARCRAFT AUTOMOTIVE CORP", "date-changed": "19930604"}]}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              STARCRAFT CORPORATION
             (Exact name of Registrant as specified in its charter)

Indiana                                                   35-1817634
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                             Identification no.)

P.O. Box 1903, 2703 College Avenue
Goshen, Indiana                                           46256
(Address of Principal Executive Offices)                  (Zip Code)

                 STARCRAFT CORPORATION 1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

Michael H. Schoeffler                              Copy to:
Starcraft Corporation                              Eric R. Moy, Esq.
P.O. Box 1903                                      Barnes & Thornburg
2703 College Avenue                                1313 Merchants Bank Building
Goshen, Indiana 46256                              11 South Meridian Street
(Name and address of agent for service)            Indianapolis, Indiana 46204

Telephone number of agent for service:
(219) 533-1105

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                                Proposed
                                                        Proposed                 maximum
       Title of                                          maximum                aggregate
   securities to be           Amount to be           offering price             offering                Amount of
      registered              registered(1)           per share(2)              price(2)             registration fee
=====================================================================================================================
Common Stock,
      without par
         value                   250,000               $2.92                  $730,937.50                $221.50
---------------------------------------------------------------------------------------------------------------------

=====================================================================================================================
(1)      Any additional shares of Common Stock to be issued as a result of stock
         dividends,  stock splits, or similar  transactions  shall be covered by
         this Registration Statement as provided in Rule 416.

(2)      Estimated  solely to determine  the  registration  fee and based on the
         option price of stock options already granted under the Plan and on the
         average of the bid and asked sales  prices per share of Common Stock of
         Starcraft  Corporation on May 22, 1997, as to shares not yet subject to
         options granted under the Plan, pursuant to Rule 457(c) and (h).

                                   Page 1 of 8
                            Exhibit Index on Page E-1

                                       -1-
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by  Part I of the  form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Starcraft  Corporation  1997 Stock  Incentive  Plan (the "Plan") as specified in
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute  (along with the documents  incorporated  by reference
into  this  Form  S-8  Registration  Statement  (the  "Registration  Statement")
pursuant to Item 3 of Part II hereof),  a prospectus that meets the requirements
of Section 10(a) of the 1933 Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement:

         (1)      Annual  Report  on Form  10-K of  Starcraft  Corporation  (the
                  "Registrant")  filed with the  Commission  for the fiscal year
                  ended September 29, 1996;

         (2)      The  quarterly  reports on Form 10-Q of Starcraft  Corporation
                  for the fiscal  quarters ended December 29, 1996 and March 30,
                  1997.

         (3)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Registrant since February 12, 1997; and

         (4)      The  description  of  the  capital  stock  of  the  Registrant
                  contained in the Registrant's  Registration  Statement on Form
                  8-A,  which was filed with the Commission on June 3, 1993, and
                  all  amendments  or reports  filed for the purpose of updating
                  such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.

                                       -2-
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 10 of the  Registrant's  Articles  of  Incorporation,  pursuant  to
authority  contained in the Indiana Business  Corporation Law,  provides for the
indemnification  of the Registrant's  officers and directors  against  expenses,
judgments,  settlements,  penalties  and fines that may be  incurred  by them in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they are made  parties if they acted in good
faith and in a manner they reasonably believed,  in the case of conduct in their
official capacity,  was in the best interest of the Registrant and, in all other
cases, was not opposed to the best interests of the Registrant and, with respect
to any  criminal  action or  proceeding,  they  either had  reasonable  cause to
believe their conduct was lawful or no reasonable cause to believe their conduct
was unlawful.  Such  indemnification is required in cases where the directors or
officers  are  successful,  on the merits or  otherwise,  in the  defense of any
claim, issue or matter.

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         The exhibits  furnished with this registration  statement are listed on
page E-1.

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 1933 Act;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                                       -3-
Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement;

               (iii)to include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such  information in the
                    Registration  Statement;  provided,  however,  that  clauses
                    (a)(1)(i)  and  (a)(1)(ii)  do not apply if the  information
                    required  to be included in a  post-effective  amendment  by
                    those clauses is contained in periodic reports filed with or
                    furnished to the  Commission by the  Registrant  pursuant to
                    Section 13 or 15(d) of the 1934 Act that are incorporated by
                    reference in the Registration Statement;

         (2) that, for the purpose of determining  any liability  under the 1933
Act, 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; and

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

         (b) The undersigned  Registrant  hereby undertakes that for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 1934 Act) 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 1993
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission,  such indemnification is
against  public  policy  as  expressed  in  the  1933  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                       -4-
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 Goshen, and the State of Indiana,  on this 27th day
of May, 1997.

                                            STARCRAFT CORPORATION

                                          By /s/ Kelly L. Rose
                                             ----------------------------------
                                              Kelly L. Rose
                                              Chief Executive Officer

     Each person whose signature  appears below hereby  constitutes and appoints
Kelly L. Rose and  Michael H.  Schoeffler,  and each of them his true and lawful
attorney-in-fact  and agent with full power of substitution  and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto, and other
documents in connection  therewith,  with the Securities and Exchange Commission
under the Securities Act of 1933.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                              Title                    Date

(1  Principal Executive Officers:

    /s/ Kelly L. Rose                                           May 27, 1997
    -----------------------------
    Kelly L. Rose                      Chief Executive Officer

    /s/ Michael H. Schoeffler          President, Chief         May 27, 1997
    -----------------------------      Financial Officer,
    Michael H. Schoeffler              Treasurer
                                       

                                       S-1
(2  A Majority of the Board of                          )
    Directors                                           )
                                                        )
    /s/ L. Craig Fulmer                 Director        )
    -----------------------------                       )
    L. Craig Fulmer                                     )
                                                        )
    /s/ David J. Matteson               Director        )
    -----------------------------                       )
    David J. Matteson                                   )
                                                        )
    /s/ Allen H. Neuharth               Director        )       May 27, 1997
    -----------------------------                       )
    Allen H. Neuharth                                   )
                                                        )
    /s/ Frank K. Martin                 Director        )
    -----------------------------                       )
    Frank K. Martin                                     )
                                                        )
    /s/ Kelly L. Rose                   Director        )
    -----------------------------                       )
    Kelly L. Rose                                       )

                                       S-2
INDEX TO EXHIBITS

                                                                        Page No.
                                                                        In This
Exhibit No.                  Description                                 Filing

4.1      Articles of  Incorporation of the Registrant are incorporated      *
         by  reference  to  Exhibit  3.1 to the  Registrant's  Annual
         Report on Form 10-K for the fiscal year ended October 1, 1995

4.2      By-Laws of the  Registrant are  incorporated  by reference to      *
         Exhibit 3.2 of the Registrant's  Annual Report on Form 10-K
         for the fiscal year ended September 29, 1996.

5        Opinion  of  Barnes &  Thornburg  as to the  legality  of the
         securities being registered.

23.1     Consent of Ernst & Young, LLP.

23.2     Consent of McGladrey & Pullen, LLP.

23.3     Consent of Barnes & Thornburg (included as part of Exhibit 5).

24       Power of Attorney (set forth on page S-1 of this Registration
         Statement).

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(*)      Previously  filed with the SEC and  incorporated by reference
         into this Registration Statement

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