<PAGE>
                                          Registration No. 333-____________
=============================================================================


                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549
                            __________________

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

                        ENERGY SEARCH, INCORPORATED
          (Exact Name of Registrant as Specified in Its Charter)
                            __________________
                 TENNESSEE                             62-1423071
      (State or Other Jurisdiction of                (I.R.S. Employer
      Incorporation or Organization)             Identification Number)

  280 FORT SANDERS WEST BLVD., SUITE 200
           KNOXVILLE, TENNESSEE                            39722
   (Address of Principal Executive Offices)             (Zip Code)


                        ENERGY SEARCH, INCORPORATED
              STOCK OPTION AND RESTRICTED STOCK PLAN OF 1998
                         (Full Title of the Plan)

           RICHARD S. COOPER       Copies to:    PATRICK R. SUGHROUE
               PRESIDENT                       PATRICK R. SUGHROUE, P.C.
      ENERGY SEARCH, INCORPORATED             3777 SPARKS DRIVE, SUITE 130
280 FORT SANDERS WEST BLVD., SUITE 200
       GRAND RAPIDS, MICHIGAN 49546
        KNOXVILLE, TENNESSEE 37922

                    (Name and Address of Agent For Service)
                              (423) 531-6562
       (Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
 Title Of
Securities                          Proposed Maximum      Proposed Maximum
   To Be        Amount To Be         Offering Price       Aggregate Offering       Amount Of
Registered       Registered         Per Share <F1><F2>      Price<F1><F2>       Registration Fee
<S>             <C>                     <C>                  <C>                 <C>
Common Stock,    300,000 shares<F3>      $4.625               $1,387,500          $385.73
no par value


<PAGE>
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee.
<F2> On June 8, 1999, the last price of the Common Stock of Energy Search,
     Incorporated was $4.625 per share.  The registration fee is computed in
     accordance with Rule 457(h) and (c).
<F3> In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described above, plus an indeterminate number of additional shares as
     may be required to be issued in the event of an adjustment as a result
     of an increase in the number of issued shares of Common Stock
     resulting from a subdivision of such shares, the payment of stock
     dividends or certain other capital adjustments.
</FN>
</TABLE>

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

































<PAGE>
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Energy Search, Incorporated (the
"COMPANY" or the "REGISTRANT") with the Securities and Exchange Commission
are incorporated in this registration statement by reference:

               (a)  The Registrant's latest annual report filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     (the "Exchange Act").

               (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the Registrant's
     fiscal year covered by the annual report referred to in (a)
     above.

               (c)  The description of the Registrant's common stock, which
     is contained in the Registrant's Form 8-A registration statement
     filed under the Exchange Act on January 22, 1997, including any
     amendment or report filed for the purpose of updating such
     description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act before the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.


ITEM 4.   DESCRIPTION OF SECURITIES.

          The class of securities to be offered is registered under Section
12 of the Exchange Act.  A description of such securities has been
incorporated by reference in Item 3(c) above.


ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.




                                      -2-
<PAGE>
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company's Charter and Bylaws generally require the Company to
indemnify its directors and officers to the fullest extent permissible
under Tennessee law against all expenses (including attorneys' fees)
incurred in any proceeding (whether or not such proceeding was by or in the
right of the Company, a subsidiary or otherwise) in which they were a party
because of their position as a director or officer of the Company or
because they served at the request of the Company as a director, officer,
employee or agent of another corporation or entity.  The provision also
provides for the advancement of litigation expenses at the request of a
director or officer under certain circumstances.

          Tennessee law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a majority vote of (a) a
quorum of disinterested directors, or (b) if a quorum cannot be obtained,
by a majority vote of a committee of the board which consists of at least
two disinterested directors, or (c) if there are no such directors or
committee or if such directors or committee so directs, by independent
special legal counsel in a written opinion or (d) by the shareholders, but
shares owned by or voted under the control of directors who are parties to
the proceeding may not vote on the determination, that the person seeking
indemnification acted in good faith and in a manner the person reasonably
believed to be in (in the case of action in an official capacity) or not
opposed to (in the case of action other than in an official capacity) the
best interests of the corporation.  Without court approval, however, no
indemnification may be made in respect of any derivative action in which
the person is adjudged liable to the corporation.  Tennessee law requires
indemnification of expenses when the individual being indemnified has
successfully defended the action on the merits or otherwise.

          All of the above provisions could affect the liability of the
Company's directors and officers in their capacities as such.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


ITEM 8.   EXHIBITS.

          The following exhibits are filed or incorporated by reference as
part of this registration statement:




                                      -3-
<PAGE>
EXHIBIT
NUMBER    DOCUMENT

4.1       Amended and Restated Charter.  Previously filed as an exhibit to
          the Registrant's  Definitive Proxy Statement filed on April 28,
          1998, and incorporated herein by reference.

4.2       Bylaws. Previously filed as an exhibit to the Registrant's
          Quarterly Report on Form 10-QSB for the quarter ended June 30,
          1998, and incorporated herein by reference.

4.3       Specimen of Common Stock Certificate.  Previously filed as an
          exhibit to the Registrant's Registration Statement on Form SB-2
          (333-12755), and incorporated herein by reference.

4.4       Specimen of Redeemable Series A Common Stock Purchase Warrant
          Certificate.  Previously filed as an exhibit to the Registrant's
          Registration Statement on Form SB-2 (333-12755), and incorporated
          herein by reference.

4.5       Specimen of Underwriters' Warrant Certificate.  Previously filed
          as an exhibit to the Registrant's Registration Statement on Form
          SB-2 (333-12755), and incorporated herein by reference.

5         Opinion of Patrick R. Sughroue, P.C.

23.1      Consent of Plante & Moran, LLP.

23.2      Consent of Patrick R. Sughroue, P.C.  Included in Exhibit 5 above.


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.

                                      -4-
<PAGE>
               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 20 percent change in the maximum aggregate
               offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration
               statement;

                     (iii) To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any material
               change to such information in the registration
               statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do not apply if the registration statement is on Form S-3,
          Form S-8 or Form F-3, and the information required to be
          included in a post-effective amendment by those paragraphs
          is contained in periodic reports filed with or furnished to
          the Commission by the registrant pursuant to Section 13 or
          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 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

                                      -5-
<PAGE>
     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 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.



























                                      -6-
<PAGE>
                                SIGNATURES


     THE REGISTRANT.  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 Knoxville, state of
Tennessee, on this 11th day of June, 1999.


                                  ENERGY SEARCH, INCORPORATED


                                  By /s/Richard S. Cooper
                                      Richard S. Cooper
                                      President


         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 date indicated.

     SIGNATURE                   TITLE                     DATE


/s/Charles P. Torrey, Jr.   Director (Principal        June 11, 1999
Charles P. Torrey, Jr.      Executive Officer)


/s/Richard S. Cooper        Director                   June 11, 1999
Richard S. Cooper


/s/Robert L. Remine         Director (Principal        June 11, 1999
Robert L. Remine            Financial and Accounting
                            Officer)












                                      -7-
<PAGE>
                             INDEX TO EXHIBITS


EXHIBIT
NUMBER     DOCUMENT

4.1      Amended and Restated Charter.  Previously filed as an exhibit to
         the Registrant's Definitive Proxy Statement filed on April 28,
         1998, and incorporated herein by reference.

4.2      Bylaws.

4.3      Specimen of Common Stock Certificate.  Previously filed as an
         exhibit to the Registrant's Registration Statement on Form SB-2
         (333-12755), and incorporated herein by reference.

4.4      Specimen of Redeemable Series A Common Stock Purchase Warrant
         Certificate.  Previously filed as an exhibit to the Registrant's
         Registration Statement on Form SB-2 (333-12755), and incorporated
         herein by reference.

4.5      Specimen of Underwriters' Warrant Certificate.  Previously filed
         as an exhibit to the Registrant's Registration Statement on Form
         SB-2 (333-12755), and incorporated herein by reference.

5        Opinion of Patrick R. Sughroue, P.C.

23.1     Consent of Plante & Moran, LLP.

23.2     Consent of Patrick R. Sughroue, P.C.  Included in Exhibit 5 above.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16461}]
{"company-data": {"conformed-name": "ENERGY SEARCH INC", "cik": "0000932181", "assigned-sic": "1381", "irs-number": "621423071", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80649", "film-number": "99646216"}, "business-address": {"street1": "280 FORT SANDERS WEST BLVD STE 200", "city": "KNOXVILLE", "state": "TN", "zip": "37922", "phone": "8005515810"}, "mail-address": {"street1": "280 FORT SNADERS BLVD", "street2": "SUITE 200", "city": "KNOXVILLE", "state": "TN", "zip": "37922"}}
Registration No. 333-____________
=============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549
                            __________________

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

                        ENERGY SEARCH, INCORPORATED
          (Exact Name of Registrant as Specified in Its Charter)
                            __________________
                 TENNESSEE                             62-1423071
      (State or Other Jurisdiction of                (I.R.S. Employer
      Incorporation or Organization)             Identification Number)

  280 FORT SANDERS WEST BLVD., SUITE 200
           KNOXVILLE, TENNESSEE                            39722
   (Address of Principal Executive Offices)             (Zip Code)

                        ENERGY SEARCH, INCORPORATED
              STOCK OPTION AND RESTRICTED STOCK PLAN OF 1998
                         (Full Title of the Plan)

           RICHARD S. COOPER       Copies to:    PATRICK R. SUGHROUE
               PRESIDENT                       PATRICK R. SUGHROUE, P.C.
      ENERGY SEARCH, INCORPORATED             3777 SPARKS DRIVE, SUITE 130
280 FORT SANDERS WEST BLVD., SUITE 200
       GRAND RAPIDS, MICHIGAN 49546
        KNOXVILLE, TENNESSEE 37922

                    (Name and Address of Agent For Service)
                              (423) 531-6562
       (Telephone Number, Including Area Code, of Agent For Service)

                      CALCULATION OF REGISTRATION FEE
Title Of
Securities                          Proposed Maximum      Proposed Maximum
   To Be        Amount To Be         Offering Price       Aggregate Offering       Amount Of
Registered       Registered         Per Share
Price
Registration Fee
Common Stock,    300,000 shares
$4.625               $1,387,500          $385.73
no par value
Estimated solely for the purpose of calculating the registration fee.
On June 8, 1999, the last price of the Common Stock of Energy Search,
     Incorporated was $4.625 per share.  The registration fee is computed in
     accordance with Rule 457(h) and (c).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described above, plus an indeterminate number of additional shares as
     may be required to be issued in the event of an adjustment as a result
     of an increase in the number of issued shares of Common Stock
     resulting from a subdivision of such shares, the payment of stock
     dividends or certain other capital adjustments.
=============================================================================
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Energy Search, Incorporated (the
"COMPANY" or the "REGISTRANT") with the Securities and Exchange Commission
are incorporated in this registration statement by reference:

               (a)  The Registrant's latest annual report filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     (the "Exchange Act").

               (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the Registrant's
     fiscal year covered by the annual report referred to in (a)
     above.

               (c)  The description of the Registrant's common stock, which
     is contained in the Registrant's Form 8-A registration statement
     filed under the Exchange Act on January 22, 1997, including any
     amendment or report filed for the purpose of updating such
     description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act before the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          The class of securities to be offered is registered under Section
12 of the Exchange Act.  A description of such securities has been
incorporated by reference in Item 3(c) above.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                      -2-
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company's Charter and Bylaws generally require the Company to
indemnify its directors and officers to the fullest extent permissible
under Tennessee law against all expenses (including attorneys' fees)
incurred in any proceeding (whether or not such proceeding was by or in the
right of the Company, a subsidiary or otherwise) in which they were a party
because of their position as a director or officer of the Company or
because they served at the request of the Company as a director, officer,
employee or agent of another corporation or entity.  The provision also
provides for the advancement of litigation expenses at the request of a
director or officer under certain circumstances.

          Tennessee law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a majority vote of (a) a
quorum of disinterested directors, or (b) if a quorum cannot be obtained,
by a majority vote of a committee of the board which consists of at least
two disinterested directors, or (c) if there are no such directors or
committee or if such directors or committee so directs, by independent
special legal counsel in a written opinion or (d) by the shareholders, but
shares owned by or voted under the control of directors who are parties to
the proceeding may not vote on the determination, that the person seeking
indemnification acted in good faith and in a manner the person reasonably
believed to be in (in the case of action in an official capacity) or not
opposed to (in the case of action other than in an official capacity) the
best interests of the corporation.  Without court approval, however, no
indemnification may be made in respect of any derivative action in which
the person is adjudged liable to the corporation.  Tennessee law requires
indemnification of expenses when the individual being indemnified has
successfully defended the action on the merits or otherwise.

          All of the above provisions could affect the liability of the
Company's directors and officers in their capacities as such.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The following exhibits are filed or incorporated by reference as
part of this registration statement:

                                      -3-
EXHIBIT
NUMBER    DOCUMENT

4.1       Amended and Restated Charter.  Previously filed as an exhibit to
          the Registrant's  Definitive Proxy Statement filed on April 28,
          1998, and incorporated herein by reference.

4.2       Bylaws. Previously filed as an exhibit to the Registrant's
          Quarterly Report on Form 10-QSB for the quarter ended June 30,
          1998, and incorporated herein by reference.

4.3       Specimen of Common Stock Certificate.  Previously filed as an
          exhibit to the Registrant's Registration Statement on Form SB-2
          (333-12755), and incorporated herein by reference.

4.4       Specimen of Redeemable Series A Common Stock Purchase Warrant
          Certificate.  Previously filed as an exhibit to the Registrant's
          Registration Statement on Form SB-2 (333-12755), and incorporated
          herein by reference.

4.5       Specimen of Underwriters' Warrant Certificate.  Previously filed
          as an exhibit to the Registrant's Registration Statement on Form
          SB-2 (333-12755), and incorporated herein by reference.

5         Opinion of Patrick R. Sughroue, P.C.

23.1      Consent of Plante & Moran, LLP.

23.2      Consent of Patrick R. Sughroue, P.C.  Included in Exhibit 5 above.

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.

                                      -4-
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 20 percent change in the maximum aggregate
               offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration
               statement;

                     (iii) To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any material
               change to such information in the registration
               statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do not apply if the registration statement is on Form S-3,
          Form S-8 or Form F-3, and the information required to be
          included in a post-effective amendment by those paragraphs
          is contained in periodic reports filed with or furnished to
          the Commission by the registrant pursuant to Section 13 or
          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 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

                                      -5-
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 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.

                                      -6-
SIGNATURES

     THE REGISTRANT.  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 Knoxville, state of
Tennessee, on this 11th day of June, 1999.

                                  ENERGY SEARCH, INCORPORATED

                                  By /s/Richard S. Cooper
                                      Richard S. Cooper
                                      President

         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 date indicated.

     SIGNATURE                   TITLE                     DATE

/s/Charles P. Torrey, Jr.   Director (Principal        June 11, 1999
Charles P. Torrey, Jr.      Executive Officer)

/s/Richard S. Cooper        Director                   June 11, 1999
Richard S. Cooper

/s/Robert L. Remine         Director (Principal        June 11, 1999
Robert L. Remine            Financial and Accounting
                            Officer)

                                      -7-
INDEX TO EXHIBITS

EXHIBIT
NUMBER     DOCUMENT

4.1      Amended and Restated Charter.  Previously filed as an exhibit to
         the Registrant's Definitive Proxy Statement filed on April 28,
         1998, and incorporated herein by reference.

4.2      Bylaws.

4.3      Specimen of Common Stock Certificate.  Previously filed as an
         exhibit to the Registrant's Registration Statement on Form SB-2
         (333-12755), and incorporated herein by reference.

4.4      Specimen of Redeemable Series A Common Stock Purchase Warrant
         Certificate.  Previously filed as an exhibit to the Registrant's
         Registration Statement on Form SB-2 (333-12755), and incorporated
         herein by reference.

4.5      Specimen of Underwriters' Warrant Certificate.  Previously filed
         as an exhibit to the Registrant's Registration Statement on Form
         SB-2 (333-12755), and incorporated herein by reference.

5        Opinion of Patrick R. Sughroue, P.C.

23.1     Consent of Plante & Moran, LLP.

23.2     Consent of Patrick R. Sughroue, P.C.  Included in Exhibit 5 above.