As filed with the Securities and Exchange Commission on 
February 4, 1998.
                                                                
                            Registration Statement No. 333-_____

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

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

                   CFW COMMUNICATIONS COMPANY
      (Exact name of Registrant as specified in its Charter)
 
        Virginia                                54-1443350
(State or other jurisdiction                 (I.R.S. Employer
incorporation or organization)             Identification Number)

                                                               
                    CFW Communications Company
                           P.O. Box 1990
                    Waynesboro, Virginia  22980
    (Address of principal executive office, including zip code)

                    CFW COMMUNICATIONS COMPANY
                   EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the Plan)
                      ______________________

                         James S. Quarforth
                    CFW Communications Company
                           P.O. Box 1990
                    Waynesboro, Virginia  22980
                          (703) 946-3500
     (Name, address, including zip code, and telephone number
           including area code, of agent for service)

                          With copies to:

                        David M. Carter, Esq.
                          Hunton & Williams
                     Riverfront Plaza, East Tower
                         951 East Byrd Street
                    Richmond, Virginia 23219-4074
                           (804) 788-8200

                        ___________________

                   CALCULATION OF REGISTRATION FEE

                                Proposed  Proposed
                                maximum   maximum
  Title of                      offering  aggregate   Amount of
securities to   Amount to be   price per  offering   registration
be registered    registered     share(1)   price         fee

Common Stock,      50,000
no par value       shares       $21.32   $1,066,000    $314.47

   (1)  Calculated pursuant to Rule 457(c) on the basis of $21.32
per share, which was the average of the high and low prices of
the Common Stock as quoted on the Nasdaq National Market on
February 2, 1998. 

<PAGE>
                              PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the Securities and
Exchange Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
         Information.

         Not required to be filed with the Commission.


<PAGE>
                              PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, filed with the Commission
pursuant to the Exchange Act, are incorporated by reference in
this Prospectus:

         1.  The Company's Annual Report on Form 10-K for the
             year ended December 31, 1996.

         2.  The Company's Quarterly Reports on Forms 10-Q for
             the quarter ended March 31, 1997, June 30, 1997 and
             September 30, 1997.

         3.  The description of common stock, no par value,
             contained in the Company's Registration Statement
             under the Exchange Act, including any amendment or
             report filed to update the description.

         In addition, all documents filed pursuant to Sections
13(a) and 13(c) of the Exchange Act after the date of the
Prospectus and prior to the termination of the offering of shares
of the Company's Common Stock pursuant to the CFW Communications
Company Employee Stock Purchase Plan (the "Plan"), any definitive
proxy or information statement filed pursuant to Section 14 of
the Exchange Act in connection with any subsequent meeting
of shareholders and any reports filed pursuant to Section 15(d)
of the Exchange Act prior to any such termination of the offering
of shares, shall be deemed to be incorporated by reference in the
Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document that is or is deemed to be
incorporated by reference herein modifies or supersedes such
earlier statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Virginia Stock Corporation Act permits, and the
registrant's Bylaws require, indemnification of the registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act.

Under Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized
to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and believed their conduct to
be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful.  The registrant's Bylaws require
indemnification of directors and officers with respect to certain
liabilities, expenses and other amounts imposed upon them by
reason of having been a director or officer, except in the case
of willful misconduct or a knowing violation of criminal law.  In
addition, the registrant carries insurance on behalf of
directors, officers, employees or agents that may cover
liabilities under the Securities Act.  The registrant's Bylaws
also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be
amended) permits the limitation or elimination of the liability
of directors and officers, no director or officer of the
registrant shall be liable to the registrant or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct.  Section 13.1-692.1 of the Virginia Stock
Corporation Act presently permits the elimination of liability of
directors and officers in any proceeding brought by or in the
right of the registrant or brought by or on behalf of
stockholders of the registrant, except for liability resulting
from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law, including, without limitation, any unlawful
insider trading or manipulation of the market for any security. 
Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia
Stock Corporation Act are hereby incorporated by reference
herein.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

   4.1     Articles of Incorporation, as amended (filed as
           Exhibit 3.1 to the registrant's Annual Report on
           Form 10-K for the year ended December 31, 1995, and
           incorporated herein by reference)

   5.1     Opinion of Hunton & Williams as to the legality of the
           securities being registered (filed herewith)

   10.1    CFW Communications Company Employee Stock Purchase
           Plan (filed herewith)

   23.1    Consent of Hunton & Williams (included in Exhibit 5.1)

   23.2    Consent of McGladrey & Pullen, LLP (filed herewith)

   24.1    Power of Attorney (included on signature page).

Item 9.  Undertakings

         (a)   The undersigned registrant hereby undertakes:

               1.  To file, during any period in which offers or
sales are 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, as amended (the "Securities
                          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
                          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 in such information in
                          the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if 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 Exchange Act that are incorporated by
reference in the registration statement.

               2.  That, for the purpose of determining any
liability under the Securities 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.

               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, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act, and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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 Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>              
                            SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Waynesboro, Commonwealth of Virginia on February 4,
1998.

                                   CFW COMMUNICATIONS COMPANY
                                          (Registrant)


                                   By:  /s/ James S. Quarforth
                                        James S. Quarforth 
                                        President and Chief
                                        Executive Officer        

     

<PAGE>
                         POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on February 4, 1998.  Each of
the directors and/or officers of CFW Communications Company whose
signature appears below hereby appoints James S. Quarforth and
David M. Carter, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all
capacities stated below and to file with the Securities and
Exchange Commission, any and all amendments, including post-
effective amendments to this registration statement, making such
changes in the registration statement as appropriate,
and generally to do all such things in their behalf in their
capacities as officers and directors to enable CFW
Communications Company to comply with the provisions of the
Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.

      Signature                               Title
                                                    
/s/James S. Quarforth              President and Chief Executive
James S. Quarforth                   Officer and Director
                                   (Principal Executive Officer)

/s/Michael B. Moneymaker           Vice President - Finance
Michael B. Moneymaker              (Principal Financial Officer)

/s/Christina S. Smith              Vice President - 
Christina S. Smith                   Administration, Treasurer
                                     and Secretary
                                   (Principal Accounting Officer)

/s/C. Phillip Barger               Director
C. Phillip Barger

/s/William Wayt Gibbs, V           Director
William Wayt Gibbs, V


                                   Director
C. Wilson McNeely, III


/s/John B. Mitchell                Director
John B. Mitchell


/s/John N. Neff                    Director
John N. Neff


/s/Carl A. Rosberg                 Senior Vice President and 
Carl A. Rosberg                      Director


/s/Meredith E. Yeago               Director
Meredith E. Yeago                                   


/s/Robert S. Yeago, Jr.            Chairman of the Board
Robert S. Yeago, Jr.

<PAGE>
                         EXHIBIT INDEX

    Exhibit No.                     Description

       4.1       Articles of Incorporation, as amended (filed as
                 Exhibit 3.1 to the registrant's Annual Report on
                 Form 10-K for the year ended December 31, 1995
                 and incorporated herein by reference)

       5.1       Opinion of Hunton & Williams as to the legality
                 of the securities being registered (filed
                 herewith)

       10.1      CFW Communications Company Employee Stock
                 Purchase Plan (filed herewith)

       23.1      Consent of Hunton & Williams (included in
                 Exhibit 5.1)

       23.2      Consent of McGladrey & Pullen, LLP (filed
                 herewith)

       24.1      Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16046}]
{"company-data": {"conformed-name": "CFW COMMUNICATIONS CO", "cik": "0000829676", "assigned-sic": "4813", "irs-number": "541443350", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45593", "film-number": "98521670"}, "business-address": {"street1": "401 SPRING LN PO BOX 1990", "street2": "STE 300", "city": "WAYNESBORO", "state": "VA", "zip": "22980", "phone": "7039463500"}, "mail-address": {"street1": "P O BOX 1990", "city": "WAYNESBORO", "state": "VA", "zip": "22980"}}
As filed with the Securities and Exchange Commission on 
February 4, 1998.
                                                                
                            Registration Statement No. 333-_____

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

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

                   CFW COMMUNICATIONS COMPANY
      (Exact name of Registrant as specified in its Charter)
 
        Virginia                                54-1443350
(State or other jurisdiction                 (I.R.S. Employer
incorporation or organization)             Identification Number)

                                                               
                    CFW Communications Company
                           P.O. Box 1990
                    Waynesboro, Virginia  22980
    (Address of principal executive office, including zip code)

                    CFW COMMUNICATIONS COMPANY
                   EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the Plan)
                      ______________________

                         James S. Quarforth
                    CFW Communications Company
                           P.O. Box 1990
                    Waynesboro, Virginia  22980
                          (703) 946-3500
     (Name, address, including zip code, and telephone number
           including area code, of agent for service)

                          With copies to:

                        David M. Carter, Esq.
                          Hunton & Williams
                     Riverfront Plaza, East Tower
                         951 East Byrd Street
                    Richmond, Virginia 23219-4074
                           (804) 788-8200

                        ___________________

                   CALCULATION OF REGISTRATION FEE

                                Proposed  Proposed
                                maximum   maximum
  Title of                      offering  aggregate   Amount of
securities to   Amount to be   price per  offering   registration
be registered    registered     share(1)   price         fee

Common Stock,      50,000
no par value       shares       $21.32   $1,066,000    $314.47

   (1)  Calculated pursuant to Rule 457(c) on the basis of $21.32
per share, which was the average of the high and low prices of
the Common Stock as quoted on the Nasdaq National Market on
February 2, 1998.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the Securities and
Exchange Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
         Information.

         Not required to be filed with the Commission.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, filed with the Commission
pursuant to the Exchange Act, are incorporated by reference in
this Prospectus:

         1.  The Company's Annual Report on Form 10-K for the
             year ended December 31, 1996.

         2.  The Company's Quarterly Reports on Forms 10-Q for
             the quarter ended March 31, 1997, June 30, 1997 and
             September 30, 1997.

         3.  The description of common stock, no par value,
             contained in the Company's Registration Statement
             under the Exchange Act, including any amendment or
             report filed to update the description.

         In addition, all documents filed pursuant to Sections
13(a) and 13(c) of the Exchange Act after the date of the
Prospectus and prior to the termination of the offering of shares
of the Company's Common Stock pursuant to the CFW Communications
Company Employee Stock Purchase Plan (the "Plan"), any definitive
proxy or information statement filed pursuant to Section 14 of
the Exchange Act in connection with any subsequent meeting
of shareholders and any reports filed pursuant to Section 15(d)
of the Exchange Act prior to any such termination of the offering
of shares, shall be deemed to be incorporated by reference in the
Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document that is or is deemed to be
incorporated by reference herein modifies or supersedes such
earlier statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Virginia Stock Corporation Act permits, and the
registrant's Bylaws require, indemnification of the registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act.

Under Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized
to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and believed their conduct to
be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful.  The registrant's Bylaws require
indemnification of directors and officers with respect to certain
liabilities, expenses and other amounts imposed upon them by
reason of having been a director or officer, except in the case
of willful misconduct or a knowing violation of criminal law.  In
addition, the registrant carries insurance on behalf of
directors, officers, employees or agents that may cover
liabilities under the Securities Act.  The registrant's Bylaws
also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be
amended) permits the limitation or elimination of the liability
of directors and officers, no director or officer of the
registrant shall be liable to the registrant or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct.  Section 13.1-692.1 of the Virginia Stock
Corporation Act presently permits the elimination of liability of
directors and officers in any proceeding brought by or in the
right of the registrant or brought by or on behalf of
stockholders of the registrant, except for liability resulting
from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law, including, without limitation, any unlawful
insider trading or manipulation of the market for any security. 
Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia
Stock Corporation Act are hereby incorporated by reference
herein.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

   4.1     Articles of Incorporation, as amended (filed as
           Exhibit 3.1 to the registrant's Annual Report on
           Form 10-K for the year ended December 31, 1995, and
           incorporated herein by reference)

   5.1     Opinion of Hunton & Williams as to the legality of the
           securities being registered (filed herewith)

   10.1    CFW Communications Company Employee Stock Purchase
           Plan (filed herewith)

   23.1    Consent of Hunton & Williams (included in Exhibit 5.1)

   23.2    Consent of McGladrey & Pullen, LLP (filed herewith)

   24.1    Power of Attorney (included on signature page).

Item 9.  Undertakings

         (a)   The undersigned registrant hereby undertakes:

               1.  To file, during any period in which offers or
sales are 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, as amended (the "Securities
                          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
                          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 in such information in
                          the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if 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 Exchange Act that are incorporated by
reference in the registration statement.

               2.  That, for the purpose of determining any
liability under the Securities 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.

               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, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act, and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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 Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Waynesboro, Commonwealth of Virginia on February 4,
1998.

                                   CFW COMMUNICATIONS COMPANY
                                          (Registrant)

                                   By:  /s/ James S. Quarforth
                                        James S. Quarforth 
                                        President and Chief
                                        Executive Officer
POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on February 4, 1998.  Each of
the directors and/or officers of CFW Communications Company whose
signature appears below hereby appoints James S. Quarforth and
David M. Carter, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all
capacities stated below and to file with the Securities and
Exchange Commission, any and all amendments, including post-
effective amendments to this registration statement, making such
changes in the registration statement as appropriate,
and generally to do all such things in their behalf in their
capacities as officers and directors to enable CFW
Communications Company to comply with the provisions of the
Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.

      Signature                               Title
                                                    
/s/James S. Quarforth              President and Chief Executive
James S. Quarforth                   Officer and Director
                                   (Principal Executive Officer)

/s/Michael B. Moneymaker           Vice President - Finance
Michael B. Moneymaker              (Principal Financial Officer)

/s/Christina S. Smith              Vice President - 
Christina S. Smith                   Administration, Treasurer
                                     and Secretary
                                   (Principal Accounting Officer)

/s/C. Phillip Barger               Director
C. Phillip Barger

/s/William Wayt Gibbs, V           Director
William Wayt Gibbs, V

                                   Director
C. Wilson McNeely, III

/s/John B. Mitchell                Director
John B. Mitchell

/s/John N. Neff                    Director
John N. Neff

/s/Carl A. Rosberg                 Senior Vice President and 
Carl A. Rosberg                      Director

/s/Meredith E. Yeago               Director
Meredith E. Yeago                                   

/s/Robert S. Yeago, Jr.            Chairman of the Board
Robert S. Yeago, Jr.
EXHIBIT INDEX

    Exhibit No.                     Description

       4.1       Articles of Incorporation, as amended (filed as
                 Exhibit 3.1 to the registrant's Annual Report on
                 Form 10-K for the year ended December 31, 1995
                 and incorporated herein by reference)

       5.1       Opinion of Hunton & Williams as to the legality
                 of the securities being registered (filed
                 herewith)

       10.1      CFW Communications Company Employee Stock
                 Purchase Plan (filed herewith)

       23.1      Consent of Hunton & Williams (included in
                 Exhibit 5.1)

       23.2      Consent of McGladrey & Pullen, LLP (filed
                 herewith)

       24.1      Power of Attorney (included on signature page)