As filed with the Securities and Exchange Commission on July 12, 1996

                                                     Registration No. 33-      
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                    CELLULAR TECHNICAL SERVICES COMPANY, INC.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                                11-2962080
- -------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

 2401 Fourth Avenue, Seattle, Washington                               98121
 ---------------------------------------                             --------
(Address of Principal Executive Offices)                            (Zip Code)

                             1996 Stock Option Plan
                    ----------------------------------------
                            (Full title of the plan)

                             Kyle R. Sugamele, Esq.
                         Vice President, General Counsel
                    Cellular Technical Services Company, Inc.
                               2401 Fourth Avenue
                            Seattle, Washington 98121
                                 (206) 443-6400
- --------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                 With a copy to:
                             Edward R. Mandell, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

   Approximate date of proposed sale to the public: As soon as practicable and
   from time to time after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
                                  Calculation of Registration Fee
    Title of           Amount            Proposed maximum           Proposed maximum
securities to be        to be             offering price                aggregate              Amount of
   registered        registered             per share                offering price         registration fee
- ------------------------------------------------------------------------------------------------------------
<C>                 <C>                     <C>                       <C>                       <C>      
Common stock,    
$.001 par value       940,000               $16.125(1)                 $15,157,500               $5,226.72
                      160,000                17.875(2)                   2,860,000                  986.20
                    ---------               -------                    -----------               ---------
                    1,100,000(3)                                       $18,017,500               $6,212.92
</TABLE>


(1)        Calculated  pursuant to Rule 457(h) and (c) solely for the purpose of
           calculating the  registration  fee on the basis of the average of the
           high and low prices  ($17 and $15 1/4) of a share on July 10, 1996 as
           quoted on the Nasdaq National Market System.

(2)        Based,  pursuant to Rule 457(h), on the exercise price of the related
           option.

(3)        Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby
           such   additional   securities  as  may  result  from   anti-dilution
           adjustments under the 1996 Stock Option Plan.
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
           ----------------------------------------

           The  Registrant  hereby   incorporates  by  reference  the  following
documents into this Registration Statement:

           (a)        The  Registrant's  Annual Report on Form 10-K for the year
                      ended December 31, 1995.

           (b)        The  Registrant's  Quarterly  Report  on Form 10-Q for the
                      fiscal quarter ended March 31, 1996.

           (c)        The description of the Registrant's Common Stock contained
                      in its  Registration  Statement  on Form 8-A filed on July
                      30, 1991 under the  Securities  Exchange  Act of 1934 (the
                      "Exchange  Act"),  including any amendment or report filed
                      for the  purpose of  updating  such  description,  and all
                      other reports  heretofore filed by the Registrant with the
                      Securities and Exchange Commission (the "SEC") pursuant to
                      Sections 13(a) or 15(d) of the Exchange Act since December
                      31, 1995.

           In  addition,  all  documents  filed by the  Registrant  with the SEC
subsequent  to the  filing  date  of this  Registration  Statement  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all the securities offered by this
Registration  Statement have been sold or which de-registers all such securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference, except for portions of such documents which
shall not be deemed  incorporated by reference as indicated by statute,  rule or
regulation  or by such  document  itself,  shall be  deemed  to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement, except as indicated herein.


ITEM 4.    DESCRIPTION OF SECURITIES.
           --------------------------

           Not required, inasmuch as the Registrant's Common Stock is registered
under Section 12 of the Exchange Act.



                                       -2-

<PAGE>


ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.
           ---------------------------------------

           Not applicable.


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

           The description of the  indemnification and insurance provided to the
officers  and  directors  of  the  Registrant   contained  in  Item  14  of  the
Registrant's  Registration  Statement on Form S-1 (Registration No. 33-44176) is
hereby incorporated by reference.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.
           ------------------------------------

           Not applicable.


ITEM 8.    EXHIBITS.
           ---------

           See Exhibit Index on page 6 of this Registration Statement.


ITEM 9.    UNDERTAKINGS.
- -------    -------------

           The undersigned Registrant hereby undertakes:

           (a) To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement;

                (1)     To include any prospectus  required by Section  10(a)(3)
                        of the Securities Act of 1933, as amended (the "Act");

                (2)     To reflect in the prospectus any facts or events arising
                        after the effective date of this Registration  Statement
                        (or the most  recent  post-effective  amendment  hereof)
                        which,  individually  or in the  aggregate,  represent a
                        fundamental  change in the information set forth in this
                        Registration Statement; and

                (3)     To include any material  information with respect to the
                        plan of  distribution  not previously  disclosed in this
                        Registration  Statement or any  material  change to such
                        information in this Registration Statement;


                                       -3-

<PAGE>



PROVIDED,  HOWEVER,  that  paragraphs  (a)(1) and  (a)(2)  will 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 this Registration Statement.

           (b) That, for the purpose of determining any liability under the 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.

           (c)  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.

           The undersigned  Registrant  hereby  undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this 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.

           Insofar as indemnification  for liabilities arising under the 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 SEC 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.


                                       -4-

<PAGE>


                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of  1933,  as
amended, 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 Valley Stream, New York, on this day of 11th July, 1996.

                              CELLULAR TECHNICAL SERVICES COMPANY, INC.


                              By:  /s/ Stephen Katz
                                  ----------------------------------
                                         Stephen Katz
                                         Chairman of the Board of Directors and
                                         Chief Executive Officer

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears  below does hereby  constitute  and appoint  Stephen Katz and Michael E.
McConnell and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and  re-substitution,  for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including,
without limitation,  post-effective  amendments) to this registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or any of them, or their or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

           Pursuant  to the  requirements  of the  Securities  Act of  1933,  as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:

        Signature                 Title                                Date


/s/  Stephen Katz          Chairman of the Board of                July 11, 1996
- -------------------------  Directors and Chief Executive
Stephen Katz               Officer (Principal Executive Officer)


/s/  Robert P. Dahut       President, Chief Operating              July 11, 1996
- -------------------------  Officer and Director
Robert P. Dahut            


/s/  Michael E. McConnell  Vice President and Chief                July 11, 1996
- -------------------------  Financial Officer (Principal
Michael E. McConnell       Financial and Accounting Officer)


                           Director                                July 11, 1996
- -------------------------  
Jay Goldberg

                                       -5-

<PAGE>




                                  Exhibit Index



Exhibit                                                         
Number        Description                                       
- ------        -----------                                       

4.1(i)*        Restated Certificate of Incorporation of the Registrant.
                   
4.1(ii)**      Certificate    of   Amendment   of   Restated    Certificate   of
               Incorporation.

4.2(i)*        By-Laws of the Registrant.

4.2(ii)***     Amendment I dated October 31, 1993 to By-Laws of the Registrant.

5              Opinion of Parker Chapin Flattau & Klimpl, LLP.

23.1           Consent of Ernst & Young LLP, Independent Auditors.

23.2           Consent  of Parker  Chapin  Flattau & Klimpl  (included  in their
               opinion filed as Exhibit 5).

24             Power  of  Attorney  (included  on the  signature  page  of  this
               Registration Statement).

99             1996 Stock Option Plan.


*       Incorporated  by reference to  Registration  Statement on Form S-1, File
        No. 33-41176.
**      Incorporated  by reference to  Registration  Statement on Form S-8, File
        No. 33-82016.
***     Incorporated by reference to the Annual Report on Form 10-K for the year
        ended December 31, 1993, File No. 0-19437.

                                       -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8  1996 STOCK OPTION PLAN", "secsgml_size_bytes": 16107}]
{"company-data": {"conformed-name": "CELLULAR TECHNICAL SERVICES CO INC", "cik": "0000876378", "assigned-sic": "7372", "irs-number": "112962080", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08049", "film-number": "96594169"}, "business-address": {"street1": "2401 FOURTH AVE", "street2": "SUITE 808", "city": "SEATTLE", "state": "WA", "zip": "98121", "phone": "2064436400"}, "mail-address": {"street1": "2401 4TH AVENUE SUITE 808", "city": "SEATTLE", "state": "WA", "zip": "98121"}}
As filed with the Securities and Exchange Commission on July 12, 1996

                                                     Registration No. 33-      
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                    CELLULAR TECHNICAL SERVICES COMPANY, INC.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                                11-2962080
- -------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

 2401 Fourth Avenue, Seattle, Washington                               98121
 ---------------------------------------                             --------
(Address of Principal Executive Offices)                            (Zip Code)

                             1996 Stock Option Plan
                    ----------------------------------------
                            (Full title of the plan)

                             Kyle R. Sugamele, Esq.
                         Vice President, General Counsel
                    Cellular Technical Services Company, Inc.
                               2401 Fourth Avenue
                            Seattle, Washington 98121
                                 (206) 443-6400
- --------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                 With a copy to:
                             Edward R. Mandell, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

   Approximate date of proposed sale to the public: As soon as practicable and
   from time to time after the effective date of this Registration Statement.
- ------------------------------------------------------------------------------------------------------------
                                  Calculation of Registration Fee
    Title of           Amount            Proposed maximum           Proposed maximum
securities to be        to be             offering price                aggregate              Amount of
   registered        registered             per share                offering price         registration fee
- ------------------------------------------------------------------------------------------------------------
Common stock,    
$.001 par value       940,000               $16.125(1)                 $15,157,500               $5,226.72
                      160,000                17.875(2)                   2,860,000                  986.20
                    ---------               -------                    -----------               ---------
                    1,100,000(3)                                       $18,017,500               $6,212.92
(1)        Calculated  pursuant to Rule 457(h) and (c) solely for the purpose of
           calculating the  registration  fee on the basis of the average of the
           high and low prices  ($17 and $15 1/4) of a share on July 10, 1996 as
           quoted on the Nasdaq National Market System.

(2)        Based,  pursuant to Rule 457(h), on the exercise price of the related
           option.

(3)        Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby
           such   additional   securities  as  may  result  from   anti-dilution
           adjustments under the 1996 Stock Option Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
           ----------------------------------------

           The  Registrant  hereby   incorporates  by  reference  the  following
documents into this Registration Statement:

           (a)        The  Registrant's  Annual Report on Form 10-K for the year
                      ended December 31, 1995.

           (b)        The  Registrant's  Quarterly  Report  on Form 10-Q for the
                      fiscal quarter ended March 31, 1996.

           (c)        The description of the Registrant's Common Stock contained
                      in its  Registration  Statement  on Form 8-A filed on July
                      30, 1991 under the  Securities  Exchange  Act of 1934 (the
                      "Exchange  Act"),  including any amendment or report filed
                      for the  purpose of  updating  such  description,  and all
                      other reports  heretofore filed by the Registrant with the
                      Securities and Exchange Commission (the "SEC") pursuant to
                      Sections 13(a) or 15(d) of the Exchange Act since December
                      31, 1995.

           In  addition,  all  documents  filed by the  Registrant  with the SEC
subsequent  to the  filing  date  of this  Registration  Statement  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all the securities offered by this
Registration  Statement have been sold or which de-registers all such securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference, except for portions of such documents which
shall not be deemed  incorporated by reference as indicated by statute,  rule or
regulation  or by such  document  itself,  shall be  deemed  to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement, except as indicated herein.

ITEM 4.    DESCRIPTION OF SECURITIES.
           --------------------------

           Not required, inasmuch as the Registrant's Common Stock is registered
under Section 12 of the Exchange Act.

                                       -2-
ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.
           ---------------------------------------

           Not applicable.

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

           The description of the  indemnification and insurance provided to the
officers  and  directors  of  the  Registrant   contained  in  Item  14  of  the
Registrant's  Registration  Statement on Form S-1 (Registration No. 33-44176) is
hereby incorporated by reference.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.
           ------------------------------------

           Not applicable.

ITEM 8.    EXHIBITS.
           ---------

           See Exhibit Index on page 6 of this Registration Statement.

ITEM 9.    UNDERTAKINGS.
- -------    -------------

           The undersigned Registrant hereby undertakes:

           (a) To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement;

                (1)     To include any prospectus  required by Section  10(a)(3)
                        of the Securities Act of 1933, as amended (the "Act");

                (2)     To reflect in the prospectus any facts or events arising
                        after the effective date of this Registration  Statement
                        (or the most  recent  post-effective  amendment  hereof)
                        which,  individually  or in the  aggregate,  represent a
                        fundamental  change in the information set forth in this
                        Registration Statement; and

                (3)     To include any material  information with respect to the
                        plan of  distribution  not previously  disclosed in this
                        Registration  Statement or any  material  change to such
                        information in this Registration Statement;

                                       -3-
PROVIDED,  HOWEVER,  that  paragraphs  (a)(1) and  (a)(2)  will 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 this Registration Statement.

           (b) That, for the purpose of determining any liability under the 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.

           (c)  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.

           The undersigned  Registrant  hereby  undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this 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.

           Insofar as indemnification  for liabilities arising under the 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 SEC 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.

                                       -4-
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of  1933,  as
amended, 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 Valley Stream, New York, on this day of 11th July, 1996.

                              CELLULAR TECHNICAL SERVICES COMPANY, INC.

                              By:  /s/ Stephen Katz
                                  ----------------------------------
                                         Stephen Katz
                                         Chairman of the Board of Directors and
                                         Chief Executive Officer

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears  below does hereby  constitute  and appoint  Stephen Katz and Michael E.
McConnell and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and  re-substitution,  for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including,
without limitation,  post-effective  amendments) to this registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or any of them, or their or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

           Pursuant  to the  requirements  of the  Securities  Act of  1933,  as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:

        Signature                 Title                                Date

/s/  Stephen Katz          Chairman of the Board of                July 11, 1996
- -------------------------  Directors and Chief Executive
Stephen Katz               Officer (Principal Executive Officer)

/s/  Robert P. Dahut       President, Chief Operating              July 11, 1996
- -------------------------  Officer and Director
Robert P. Dahut            

/s/  Michael E. McConnell  Vice President and Chief                July 11, 1996
- -------------------------  Financial Officer (Principal
Michael E. McConnell       Financial and Accounting Officer)

                           Director                                July 11, 1996
- -------------------------  
Jay Goldberg

                                       -5-
Exhibit Index

Exhibit                                                         
Number        Description                                       
- ------        -----------                                       

4.1(i)*        Restated Certificate of Incorporation of the Registrant.
                   
4.1(ii)**      Certificate    of   Amendment   of   Restated    Certificate   of
               Incorporation.

4.2(i)*        By-Laws of the Registrant.

4.2(ii)***     Amendment I dated October 31, 1993 to By-Laws of the Registrant.

5              Opinion of Parker Chapin Flattau & Klimpl, LLP.

23.1           Consent of Ernst & Young LLP, Independent Auditors.

23.2           Consent  of Parker  Chapin  Flattau & Klimpl  (included  in their
               opinion filed as Exhibit 5).

24             Power  of  Attorney  (included  on the  signature  page  of  this
               Registration Statement).

99             1996 Stock Option Plan.

*       Incorporated  by reference to  Registration  Statement on Form S-1, File
        No. 33-41176.
**      Incorporated  by reference to  Registration  Statement on Form S-8, File
        No. 33-82016.
***     Incorporated by reference to the Annual Report on Form 10-K for the year
        ended December 31, 1993, File No. 0-19437.

                                       -6-