As  filed  with  the  Securities  and Exchange Commission on July 29, 1998.

                                                       Registration No. 333-




                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                __________

                                 FORM S-8

                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933

                                __________

                             HORIZON OFFSHORE, INC.
               (Exact name of registrant as specified in its charter)

        DELAWARE                                              76-0494934
(State or other jurisdiction                               (I.R.S. Employer
 of incorporation or organizaiton)                         Identification No.)

                        2500 CITYWEST BOULEVARD, SUITE 2200
                                 HOUSTON, TEXAS 77042
                             (address, including zip code,
                      of Registrant's principal executive offices)

                      STOCK INCENTIVE PLAN OF HORIZON OFFSHORE, INC.
                                      AND
   STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS TO A
                                   DIRECTOR
                            (Full title of the plans)

                                  __________

                               DAVID W. SHARP
                           CHIEF FINANCIAL OFFICER
                             HORIZON OFFSHORE, INC.
                     2500 CITYWEST BOULEVARD, SUITE 2200
                               (713) 361-2600
          (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  Copy to:

                            WILLIAM B. MASTERS
       JONES,  WALKER,  WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                          201 ST. CHARLES AVENUE
                    NEW ORLEANS, LOUISIANA 70170-5100

                     CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
Title of securities             Amount to be           Proposed maximum           Proposed maximum           Amount of
to be registered                registered(1)       offering price per unit   aggregate offering price    registration fee
--------------------            -------------       -----------------------   ------------------------    -----------------
<S>                                <C>                       <C>                       <C>                        <C>
Common Stock
($1.00 par value per share)...    750,000 shares        $ 13.00(2)              $  9,750,000(2)           $ 2,876.25(2)
                                1,200,000 SHARES        $  8.43                 $ 10,116,000              $ 2,984.22(3)
                                -----------------         --------               --------------            -------------
Total Common Stock ..........   1,950,000 shares
</TABLE>
_______________________________________________________________________________
(1)Upon a stock split, stock dividend or similar transaction  in the future and
  during  the  effectiveness  of  this Registration Statement involving  Common
  Stock of the Company, the number  of shares registered shall be automatically
  increased to cover the additional shares in accordance with Rule 416(a) under
  the Securities Act of 1933.
(2)Computed in accordance with Rule 457(h)(1) under the Securities Act of 1933,
  based on the price at which outstanding options may be exercised.
(3)Estimated  solely  for  the  purpose of  calculating  the  registration  fee
  pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, based on
  the average of the high and low  price  per  share of the Common Stock on The
  Nasdaq Stock Market on July 24, 1998.

<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed  by Horizon Offshore, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:

      (a)   The Company's Prospectus dated April 1, 1998 filed pursuant to Rule
424(b) under the Securities Act of 1933;

      (b)   The Company's quarterly report on Form 10-Q  for  the quarter ended
March 31, 1998;

      (c)   The Company's current reports on Form 8-K filed with the Commission
on April 30, 1998 and June 11, 1998; and

      (d)   The  description  of  the  Company's Common Stock included  in  the
Company's  Registration  Statement on Form  8-A  filed  January  22,  1998  and
effective April 1, 1998, by  incorporation  by  reference to the description of
capital stock provided under the heading "Description  of Capital Stock" of the
Company's Registration Statement on Form S-1 (Registration No. 333-43965).

      All  documents  filed  by  the  Company with the Commission  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of  the  Securities  Exchange  Act  of 1934
subsequent  to  the date of this Registration Statement and prior to the filing
of a post-effective  amendment  that indicates that all securities offered have
been  sold or that deregisters all  securities  then  remaining  unsold  shall,
except  to  the  extent  otherwise provided by Regulation S-K or any other rule
promulgated by the Commission,  be  deemed  to  be incorporated by reference in
this Registration Statement and to be part hereof  from  the  date of filing of
such documents.

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  Company's Certificate of Incorporation (the "Certificate")  contains
provisions eliminating  the  personal liability of the directors to the Company
and its stockholders for monetary  damages  for  breaches  of  their  fiduciary
duties  as  directors  to  the fullest extent permitted by the Delaware General
Corporation Law.  By virtue  of  these provisions, under current Delaware law a
director of the Company will not be  personally liable for monetary damages for
a breach of his or her fiduciary duty  except for liability for (a) a breach of
his or her duty of loyalty to the Company  or  to its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) dividends or stock repurchases  or  redemptions  that are
unlawful  under  Delaware  law  and  (d)  any  transaction from which he or she
receives an improper personal benefit.  In addition,  the  Certificate provides
that  if  a  Delaware  law  is amended to authorize the further elimination  or
limitation of the liability of  a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by Delaware law,
as amended.  These provisions pertain  only to breaches of duty by directors as
directors and not in any other corporate  capacity, such as officers, and limit
liability only for breaches of fiduciary duties  under  Delaware  corporate law
and not for violations of other laws such as the federal securities laws.

      The Company's By-laws require the Company to indemnify its directors  and
officers  against  certain expenses and costs, judgments, settlements and fines
incurred in the defense  of any claim, including any claim brought by or in the
right of the Company, to which  they  were  made  parties by reason of being or
having  been  directors  and  officers,  subject  to  certain   conditions  and
limitations.

      In  addition,  each  of  the  Company's  directors  has  entered into  an
indemnity agreement with the Company, pursuant to which the Company  has agreed
under  certain  circumstances to purchase and maintain directors' and officers'
liability insurance.   The  agreements  also  provide  that  the  Company  will
indemnify  the directors against any costs and expenses, judgments, settlements
and fines incurred  in connection with any claim involving a director by reason
of his position as director that are in excess of the coverage provided by such
insurance, provided that  the  director  meets  certain  standards  of conduct.
Under  the  indemnity  agreements, the Company is not required to purchase  and
maintain directors' and  officers'  liability insurance if it is not reasonably
available or, in the reasonable judgment  of  the  Board of Directors, there is
insufficient benefit to the Company from the insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.EXHIBITS.

      5     Opinion  of  Jones,  Walker,  Waechter,  Poitevent,   Carrere  &
            Denegre, L.L.P.

      23.1  Consent of Arthur Andersen LLP

      23.2  Consent  of  Jones,  Walker,  Waechter,  Poitevent,  Carrere   &
            Denegre, L.L.P. (included in Exhibit 5).

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 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.

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

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

      (b)   The  undersigned registrant hereby undertakes that, for purposes of
determining any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and, where applicable,  each  filing  of  an
employee  benefit plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement  shall be deemed to be  a  new  registration  statement
relating to the securities offered therein, and the 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 of 1933 (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
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 of 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.


<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  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 Houston, State of Texas, on July 29, 1998.
                                        
                                                  HORIZON OFFSHORE, INC.


                                          By:    /S/ DAVID W. SHARP
                                              ------------------------------
                                                     David W. Sharp
                                                Executive Vice President and
                                                   Chief Financial Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature  appears
immediately  below  constitutes and appoints each of Jonathan D. Pollock, David
W. Sharp and Bill J.  Lam, or any one of them, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto,  and  other  documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and  perform  each and every act and thing
requisite and necessary to be done, as fully to all  intents and purposes as he
might  or  could do in person, hereby ratifying and confirming  all  that  said
attorney-in-fact  and agent or his substitute or substitutes may lawfully 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/ JONATHAN D. POLLOCK         Chairman of the Board          July 29, 1998
  -------------------------
    Jonathan D. Pollock


  /S/ BILL J. LAM                President and Director          July 29, 1998
  --------------------       (Principal Executive Officer)
      Bill J. Lam

  /S/ DAVID W. SHARP            Chief Financial Officer          July 29, 1998
  ---------------------        (Principal Financial and
      David W. Sharp              Accounting Officer)

  /S/ JAMES DEVINE                    Director                   July 29, 1998
  --------------------
      James Devine


  /S/ GUNNAR HIRSTI                   Director                   July 29, 1998
  --------------------
      Gunnar Hirsti


 /S/ EDWARD L. MOSES, JR.             Director                   July 29, 1998
 ---------------------------
     Edward L. Moses, Jr.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15159}]
{"company-data": {"conformed-name": "HORIZON OFFSHORE INC", "cik": "0001051431", "assigned-sic": "3533", "irs-number": "760494934", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60263", "film-number": "98674677"}, "business-address": {"street1": "HORIZON OFFSHORE INC", "street2": "2500 CITY WEST BLVD., STE. 2200", "city": "HOUSTON", "state": "TX", "zip": "77042", "phone": "7133612600"}, "mail-address": {"street1": "HORIZON OFFSHORE INC", "street2": "2500 CITY WEST BLVD., STE. 2200", "city": "HOUSTON", "state": "TX", "zip": "77042"}}
As  filed  with  the  Securities  and Exchange Commission on July 29, 1998.

                                                       Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                __________

                                 FORM S-8

                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933

                                __________

                             HORIZON OFFSHORE, INC.
               (Exact name of registrant as specified in its charter)

        DELAWARE                                              76-0494934
(State or other jurisdiction                               (I.R.S. Employer
 of incorporation or organizaiton)                         Identification No.)

                        2500 CITYWEST BOULEVARD, SUITE 2200
                                 HOUSTON, TEXAS 77042
                             (address, including zip code,
                      of Registrant's principal executive offices)

                      STOCK INCENTIVE PLAN OF HORIZON OFFSHORE, INC.
                                      AND
   STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS TO A
                                   DIRECTOR
                            (Full title of the plans)

                                  __________

                               DAVID W. SHARP
                           CHIEF FINANCIAL OFFICER
                             HORIZON OFFSHORE, INC.
                     2500 CITYWEST BOULEVARD, SUITE 2200
                               (713) 361-2600
          (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  Copy to:

                            WILLIAM B. MASTERS
       JONES,  WALKER,  WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                          201 ST. CHARLES AVENUE
                    NEW ORLEANS, LOUISIANA 70170-5100

                     CALCULATION OF REGISTRATION FEE
Title of securities             Amount to be           Proposed maximum           Proposed maximum           Amount of
to be registered                registered(1)       offering price per unit   aggregate offering price    registration fee
--------------------            -------------       -----------------------   ------------------------    -----------------
Common Stock
($1.00 par value per share)...    750,000 shares        $ 13.00(2)              $  9,750,000(2)           $ 2,876.25(2)
                                1,200,000 SHARES        $  8.43                 $ 10,116,000              $ 2,984.22(3)
                                -----------------         --------               --------------            -------------
Total Common Stock ..........   1,950,000 shares
_______________________________________________________________________________
(1)Upon a stock split, stock dividend or similar transaction  in the future and
  during  the  effectiveness  of  this Registration Statement involving  Common
  Stock of the Company, the number  of shares registered shall be automatically
  increased to cover the additional shares in accordance with Rule 416(a) under
  the Securities Act of 1933.
(2)Computed in accordance with Rule 457(h)(1) under the Securities Act of 1933,
  based on the price at which outstanding options may be exercised.
(3)Estimated  solely  for  the  purpose of  calculating  the  registration  fee
  pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, based on
  the average of the high and low  price  per  share of the Common Stock on The
  Nasdaq Stock Market on July 24, 1998.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed  by Horizon Offshore, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:

      (a)   The Company's Prospectus dated April 1, 1998 filed pursuant to Rule
424(b) under the Securities Act of 1933;

      (b)   The Company's quarterly report on Form 10-Q  for  the quarter ended
March 31, 1998;

      (c)   The Company's current reports on Form 8-K filed with the Commission
on April 30, 1998 and June 11, 1998; and

      (d)   The  description  of  the  Company's Common Stock included  in  the
Company's  Registration  Statement on Form  8-A  filed  January  22,  1998  and
effective April 1, 1998, by  incorporation  by  reference to the description of
capital stock provided under the heading "Description  of Capital Stock" of the
Company's Registration Statement on Form S-1 (Registration No. 333-43965).

      All  documents  filed  by  the  Company with the Commission  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of  the  Securities  Exchange  Act  of 1934
subsequent  to  the date of this Registration Statement and prior to the filing
of a post-effective  amendment  that indicates that all securities offered have
been  sold or that deregisters all  securities  then  remaining  unsold  shall,
except  to  the  extent  otherwise provided by Regulation S-K or any other rule
promulgated by the Commission,  be  deemed  to  be incorporated by reference in
this Registration Statement and to be part hereof  from  the  date of filing of
such documents.

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  Company's Certificate of Incorporation (the "Certificate")  contains
provisions eliminating  the  personal liability of the directors to the Company
and its stockholders for monetary  damages  for  breaches  of  their  fiduciary
duties  as  directors  to  the fullest extent permitted by the Delaware General
Corporation Law.  By virtue  of  these provisions, under current Delaware law a
director of the Company will not be  personally liable for monetary damages for
a breach of his or her fiduciary duty  except for liability for (a) a breach of
his or her duty of loyalty to the Company  or  to its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) dividends or stock repurchases  or  redemptions  that are
unlawful  under  Delaware  law  and  (d)  any  transaction from which he or she
receives an improper personal benefit.  In addition,  the  Certificate provides
that  if  a  Delaware  law  is amended to authorize the further elimination  or
limitation of the liability of  a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by Delaware law,
as amended.  These provisions pertain  only to breaches of duty by directors as
directors and not in any other corporate  capacity, such as officers, and limit
liability only for breaches of fiduciary duties  under  Delaware  corporate law
and not for violations of other laws such as the federal securities laws.

      The Company's By-laws require the Company to indemnify its directors  and
officers  against  certain expenses and costs, judgments, settlements and fines
incurred in the defense  of any claim, including any claim brought by or in the
right of the Company, to which  they  were  made  parties by reason of being or
having  been  directors  and  officers,  subject  to  certain   conditions  and
limitations.

      In  addition,  each  of  the  Company's  directors  has  entered into  an
indemnity agreement with the Company, pursuant to which the Company  has agreed
under  certain  circumstances to purchase and maintain directors' and officers'
liability insurance.   The  agreements  also  provide  that  the  Company  will
indemnify  the directors against any costs and expenses, judgments, settlements
and fines incurred  in connection with any claim involving a director by reason
of his position as director that are in excess of the coverage provided by such
insurance, provided that  the  director  meets  certain  standards  of conduct.
Under  the  indemnity  agreements, the Company is not required to purchase  and
maintain directors' and  officers'  liability insurance if it is not reasonably
available or, in the reasonable judgment  of  the  Board of Directors, there is
insufficient benefit to the Company from the insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.EXHIBITS.

      5     Opinion  of  Jones,  Walker,  Waechter,  Poitevent,   Carrere  &
            Denegre, L.L.P.

      23.1  Consent of Arthur Andersen LLP

      23.2  Consent  of  Jones,  Walker,  Waechter,  Poitevent,  Carrere   &
            Denegre, L.L.P. (included in Exhibit 5).

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 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.

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

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

      (b)   The  undersigned registrant hereby undertakes that, for purposes of
determining any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and, where applicable,  each  filing  of  an
employee  benefit plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement  shall be deemed to be  a  new  registration  statement
relating to the securities offered therein, and the 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 of 1933 (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
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 of 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.
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  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 Houston, State of Texas, on July 29, 1998.
                                        
                                                  HORIZON OFFSHORE, INC.

                                          By:    /S/ DAVID W. SHARP
                                              ------------------------------
                                                     David W. Sharp
                                                Executive Vice President and
                                                   Chief Financial Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature  appears
immediately  below  constitutes and appoints each of Jonathan D. Pollock, David
W. Sharp and Bill J.  Lam, or any one of them, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto,  and  other  documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and  perform  each and every act and thing
requisite and necessary to be done, as fully to all  intents and purposes as he
might  or  could do in person, hereby ratifying and confirming  all  that  said
attorney-in-fact  and agent or his substitute or substitutes may lawfully 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/ JONATHAN D. POLLOCK         Chairman of the Board          July 29, 1998
  -------------------------
    Jonathan D. Pollock

  /S/ BILL J. LAM                President and Director          July 29, 1998
  --------------------       (Principal Executive Officer)
      Bill J. Lam

  /S/ DAVID W. SHARP            Chief Financial Officer          July 29, 1998
  ---------------------        (Principal Financial and
      David W. Sharp              Accounting Officer)

  /S/ JAMES DEVINE                    Director                   July 29, 1998
  --------------------
      James Devine

  /S/ GUNNAR HIRSTI                   Director                   July 29, 1998
  --------------------
      Gunnar Hirsti

 /S/ EDWARD L. MOSES, JR.             Director                   July 29, 1998
 ---------------------------
     Edward L. Moses, Jr.