As filed with the Securities and Exchange Commission on May 8, 1998
                                            Registration No. 333-
                                                                 ---------------

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

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


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

                            ITC Learning Corporation
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Maryland                                          52-1078263
-------------------------------                         ------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                          13515 Dulles Technology Drive
                          Herndon, Virginia 20171-3413
                -------------------------------------------------
               (Address of principal executive offices) (zip code)

                            1998 Incentive Stock Plan
                            -------------------------
                              (Full title of plan)

                               Christopher E. Mack
                            ITC Learning Corporation
                          13515 Dulles Technology Drive
                          Herndon, Virginia 20171-3413
                      -------------------------------------
                     (Name and address of agent for service)

                                 (703) 713-3335
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Cary J. Meer, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                                  Second Floor
                           Washington, D.C. 20036-1800


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


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

<S>                       <C>                    <C>                       <C>                      <C>
Options (2)               200,000

Common stock,
par value $0.10
per share                 200,000 shares         $ 6.00                    $ 1,200,000              $ 354.00

</TABLE>

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

(1)      Inserted  solely for the purpose of calculating  the  registration  fee
         pursuant  to Rule  457(h).  The fee is  calculated  on the basis of the
         average of the high and low sales  prices for the  Registrant's  Common
         Stock reported on the Nasdaq National Market System on May 4, 1998.

(2)      The options to be  registered  hereunder are to be  distributed  by the
         Registrant for no value.  Accordingly,  no separate registration fee is
         required.



                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  filed  by  ITC  Learning   Corporation  (the
"Company") are incorporated by reference into this Registration Statement:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
         year  ended  December  31,  1997  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended ("Exchange Act");

                  (b) All other reports filed by the Company pursuant to Section
         13(a) or 15(d) of the  Exchange  Act since the end of the  fiscal  year
         covered by the Annual  Report on Form 10-KSB  referred to in (a) above;
         and

                  (c) The description of the Company's common stock contained in
         the Registration  Statement filed July 12, 1985 Form 8-B  (Registration
         No. 0-13740).

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the prospectus  relating to the 1998  Incentive  Stock Plan (the "Plan")
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended ("Securities Act").

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Maryland General  Corporation Law, and the Company's By-Laws,
the Company has broad power to  indemnify,  and under certain  circumstances  is
required to indemnify,  its directors and officers against liabilities that they
may incur while  serving as  directors  or officers  of the  Company,  including
liabilities  arising under the Securities Act.  Insofar as  indemnification  for
liabilities  arising under the Securities  Act may be permitted  pursuant to the
foregoing provisions,  the Company has been informed that, in the opinion of the

                                       3
<PAGE>

SEC,  such  indemnification  is  against  public  policy  as  expressed  in  the
Securities Act and is, therefore,  unenforceable.  The Company also maintains an
insurance  policy for  directors  and officers  insuring  them  against  certain
liabilities  incurred by them in the  performances  of their  duties,  including
liabilities under the Securities Act.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.       EXHIBITS.

         The  following  are  filed  herewith  as  part  of  this   Registration
Statement:

Exhibit No.        Description
-----------        -----------

4.1                1998 Incentive Stock Plan

4.2                Form  of  1998 Plan Incentive and Non-Qualified  Stock Option
                   Agreement for Employees

4.3                Form  of  1998  Plan Non-Qualified Stock Option Agreement for
                   Non-Employee Directors

4.4                Form of 1998 Plan Option Agreement for Carl D. Stevens

5.1                Opinion  of  Kirkpatrick  & Lockhart  LLP as to the  legality
                   of the  securities  being registered

23.1               Consent of Ernst & Young LLP

23.2               The consent of  Kirkpatrick  & Lockhart  LLP to the
                   use  of  their   opinion  as  an  exhibit  to  this
                   Registration Statement is included in their opinion
                   filed herewith as Exhibit 5.1

24                 Power of Attorney (see page 6)

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.  Notwithstanding  the  foregoing,  any   increase or


                                       4
<PAGE>

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

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

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         Registration Statement.

                  (2) That, for purposes of determining  any liability under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  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.

         (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.


                                        5
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Herndon,  State of Virginia,  on this 8th day of May,
1998.

                                              ITC LEARNING CORPORATION



                                              By: /s/ Carl D. Stevens
                                                 -------------------------------
                                                 Carl D. Stevens,
                                                 President and
                                                 Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  John D.  Sanders,  Carl D. Stevens and
Christopher E. Mack, or any of them, his or her attorney-in-fact, with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

         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 dates indicated.

Signature                    Title                                 Date
---------                    -----                                 ----

/s/ Daniel R. Bannister
-----------------------      Director                            May 8th, 1998
Daniel R. Bannister

/s/ Christopher E. Mack
-----------------------      Vice President  and Chief           May 8th, 1998
Christopher E. Mack          Financial Officer (Principal
                             Financial and Accounting Officer)
/s/ John D. Sanders
-----------------------      Director and Chairman of            May 8th, 1998
John D. Sanders              the Board


                                       6
<PAGE>



/s/ Carl D. Stevens
-----------------------     Director, President and Chief       May 8th, 1998
Carl D. Stevens             Executive Officer

/s/ Richard E. Thomas
-----------------------     Director                            May 8th, 1998
Richard E. Thomas




                                       7
<PAGE>

                                  EXHIBIT INDEX


         The following  exhibits are filed herewith as part of this Registration
Statement:



Exhibit No.            Description
-----------            -----------

4.1                    1998 Incentive Stock Plan

4.2                    Form  of  1998  Plan  Incentive  and  Non-Qualified Stock
                       Option Agreement for Employees

4.3                    Form of 1998 Plan  Non-Qualified Stock  Option  Agreement
                       for Non-Employee Directors

4.4                    Form of 1998 Plan Option Agreement for Carl D. Stevens

5.1                    Opinion of Kirkpatrick  & Lockhart LLP as to the legality
                       of the securities being registered

23.1                   Consent of Ernst & Young LLP

23.2                   The  consent of  Kirkpatrick  &  Lockhart  LLP to the use
                       of their opinion  as  an  exhibit  to  this  Registration
                       Statement is included in their opinion filed  herewith as
                       Exhibit 5.1

24                     Power of Attorney (see page 6)


                                       8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17187}]
{"company-data": {"conformed-name": "ITC LEARNING CORP", "cik": "0000764867", "assigned-sic": "7812", "irs-number": "521078263", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52281", "film-number": "98614612"}, "business-address": {"street1": "13515 DULLES TECHNOLOGY DR", "city": "HERNDON", "state": "VA", "zip": "22071", "phone": "7037133335"}, "mail-address": {"street1": "13515 DULLES TECHNOLOGY DRIVE", "city": "HERNDON", "state": "VA", "zip": "22071"}, "former-company": {"former-conformed-name": "INDUSTRIAL TRAINING CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 8, 1998
                                            Registration No. 333-
                                                                 ---------------

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

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

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

                            ITC Learning Corporation
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Maryland                                          52-1078263
-------------------------------                         ------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                          13515 Dulles Technology Drive
                          Herndon, Virginia 20171-3413
                -------------------------------------------------
               (Address of principal executive offices) (zip code)

                            1998 Incentive Stock Plan
                            -------------------------
                              (Full title of plan)

                               Christopher E. Mack
                            ITC Learning Corporation
                          13515 Dulles Technology Drive
                          Herndon, Virginia 20171-3413
                      -------------------------------------
                     (Name and address of agent for service)

                                 (703) 713-3335
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Cary J. Meer, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                                  Second Floor
                           Washington, D.C. 20036-1800
CALCULATION OF REGISTRATION FEE
Proposed
                                                 Proposed maximum          maximum                  Amount of
Title of securities       Amount to be           offering price per        aggregate offering       registration
to be registered          registered             share(1)                  price(1)                 fee
-------------------       ------------           ------------------        ------------------       ------------
Options (2)               200,000

Common stock,
par value $0.10
per share                 200,000 shares         $ 6.00                    $ 1,200,000              $ 354.00
---------------

(1)      Inserted  solely for the purpose of calculating  the  registration  fee
         pursuant  to Rule  457(h).  The fee is  calculated  on the basis of the
         average of the high and low sales  prices for the  Registrant's  Common
         Stock reported on the Nasdaq National Market System on May 4, 1998.

(2)      The options to be  registered  hereunder are to be  distributed  by the
         Registrant for no value.  Accordingly,  no separate registration fee is
         required.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  filed  by  ITC  Learning   Corporation  (the
"Company") are incorporated by reference into this Registration Statement:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
         year  ended  December  31,  1997  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended ("Exchange Act");

                  (b) All other reports filed by the Company pursuant to Section
         13(a) or 15(d) of the  Exchange  Act since the end of the  fiscal  year
         covered by the Annual  Report on Form 10-KSB  referred to in (a) above;
         and

                  (c) The description of the Company's common stock contained in
         the Registration  Statement filed July 12, 1985 Form 8-B  (Registration
         No. 0-13740).

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the prospectus  relating to the 1998  Incentive  Stock Plan (the "Plan")
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended ("Securities Act").

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Maryland General  Corporation Law, and the Company's By-Laws,
the Company has broad power to  indemnify,  and under certain  circumstances  is
required to indemnify,  its directors and officers against liabilities that they
may incur while  serving as  directors  or officers  of the  Company,  including
liabilities  arising under the Securities Act.  Insofar as  indemnification  for
liabilities  arising under the Securities  Act may be permitted  pursuant to the
foregoing provisions,  the Company has been informed that, in the opinion of the

                                       3
SEC,  such  indemnification  is  against  public  policy  as  expressed  in  the
Securities Act and is, therefore,  unenforceable.  The Company also maintains an
insurance  policy for  directors  and officers  insuring  them  against  certain
liabilities  incurred by them in the  performances  of their  duties,  including
liabilities under the Securities Act.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.       EXHIBITS.

         The  following  are  filed  herewith  as  part  of  this   Registration
Statement:

Exhibit No.        Description
-----------        -----------

4.1                1998 Incentive Stock Plan

4.2                Form  of  1998 Plan Incentive and Non-Qualified  Stock Option
                   Agreement for Employees

4.3                Form  of  1998  Plan Non-Qualified Stock Option Agreement for
                   Non-Employee Directors

4.4                Form of 1998 Plan Option Agreement for Carl D. Stevens

5.1                Opinion  of  Kirkpatrick  & Lockhart  LLP as to the  legality
                   of the  securities  being registered

23.1               Consent of Ernst & Young LLP

23.2               The consent of  Kirkpatrick  & Lockhart  LLP to the
                   use  of  their   opinion  as  an  exhibit  to  this
                   Registration Statement is included in their opinion
                   filed herewith as Exhibit 5.1

24                 Power of Attorney (see page 6)

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.  Notwithstanding  the  foregoing,  any   increase or

                                       4
decrease in volume of securities  offered (if the total  dollar
                 value of  securities  offered  would not exceed that which  was
                 registered)  and any deviation from the low or high end of  the
                 estimated  maximum offering range may be reflected in the  form
                 of  prospectus  filed  with the  Commission  pursuant  to  Rule
                 424(b) if, in the  aggregate,  the changes in volume and  price
                 represent  no more than a 20% change in the maximum   aggregate
                 offering price set forth in the  "Calculation  of  Registration
                 Fee" table in the effective Registration Statement;

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

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         Registration Statement.

                  (2) That, for purposes of determining  any liability under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  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.

         (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.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Herndon,  State of Virginia,  on this 8th day of May,
1998.

                                              ITC LEARNING CORPORATION

                                              By: /s/ Carl D. Stevens
                                                 -------------------------------
                                                 Carl D. Stevens,
                                                 President and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  John D.  Sanders,  Carl D. Stevens and
Christopher E. Mack, or any of them, his or her attorney-in-fact, with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

         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 dates indicated.

Signature                    Title                                 Date
---------                    -----                                 ----

/s/ Daniel R. Bannister
-----------------------      Director                            May 8th, 1998
Daniel R. Bannister

/s/ Christopher E. Mack
-----------------------      Vice President  and Chief           May 8th, 1998
Christopher E. Mack          Financial Officer (Principal
                             Financial and Accounting Officer)
/s/ John D. Sanders
-----------------------      Director and Chairman of            May 8th, 1998
John D. Sanders              the Board

                                       6
/s/ Carl D. Stevens
-----------------------     Director, President and Chief       May 8th, 1998
Carl D. Stevens             Executive Officer

/s/ Richard E. Thomas
-----------------------     Director                            May 8th, 1998
Richard E. Thomas

                                       7
EXHIBIT INDEX

         The following  exhibits are filed herewith as part of this Registration
Statement:

Exhibit No.            Description
-----------            -----------

4.1                    1998 Incentive Stock Plan

4.2                    Form  of  1998  Plan  Incentive  and  Non-Qualified Stock
                       Option Agreement for Employees

4.3                    Form of 1998 Plan  Non-Qualified Stock  Option  Agreement
                       for Non-Employee Directors

4.4                    Form of 1998 Plan Option Agreement for Carl D. Stevens

5.1                    Opinion of Kirkpatrick  & Lockhart LLP as to the legality
                       of the securities being registered

23.1                   Consent of Ernst & Young LLP

23.2                   The  consent of  Kirkpatrick  &  Lockhart  LLP to the use
                       of their opinion  as  an  exhibit  to  this  Registration
                       Statement is included in their opinion filed  herewith as
                       Exhibit 5.1

24                     Power of Attorney (see page 6)

                                       8