As filed with the Securities and Exchange Commission on May 10,1996

                                                      Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 ULTRA PAC, INC.
             (Exact Name of Registrant as Specified in its Charter)

          MINNESOTA                        3089                  41-1581031
(State or Other Jurisdiction of (Primary Standard Industrial   (IRS Employer
 Incorporation or Organization)  Classification Code Number) Identification No.)

                           21925 Industrial Boulevard
                             Rogers, Minnesota 55374
                                 (612) 428-8340
                    (Address of Principal Executive Offices)

       Nonstatutory Stock Options granted to Cal Krupa dated June 9, 1992,
                July 21, 1993, August 3, 1994, and July 25, 1995
                            (Full Title of the Plan)

                                 Calvin S. Krupa
                           21925 Industrial Boulevard
                             Rogers, Minnesota 55374
                                 (612) 428-8340
           (Name, Address, and Telephone Number of Agent for Service)

                                   Copies to:
                             Michael W. Schley, Esq.
                     Larkin, Hoffman, Daly & Lindgren, Ltd.
                          1500 Norwest Financial Center
                            7900 Xerxes Avenue South
                          Bloomington, Minnesota 55431
                                 (612) 835-3800

                APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
   As soon as practicable after the Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                      Amount to be      Proposed Maximum       Proposed Maximum Aggregate      Amount of
Title of Securities to be Registered  Registered(1)  Offering Price Per Share         Offering Price        Registration Fee
<S>                                      <C>                <C>                         <C>                     <C>   
  Common stock (no par value)            20,000             $11.50(2)                   $230,000(2)             $79.31
  Common Stock (no par value)            20,000             $8.75(2)                    $175,000(2)             $60.34
  Common Stock (no par value)            20,000             $7.25(2)                    $145,000(2)             $50.00
  Common Stock (no par value)            20,000             $6.00(2)                    $120,000(2)             $41.38
  Total                                  80,000             n/a                         $670,000(2)             $231.03

</TABLE>
                                                    (see footnotes on next page)


(1)      The registration statement also includes an indeterminable number of
         additional shares that may become issuable pursuant to the antidilution
         provisions of the Nonstatutory Option Agreements.

(2)      Estimated solely for the purpose of calculating the registration fee
         based upon the exercise price of the nonstatutory stock options.




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company incorporates by reference into the registration statement
the documents listed below:

                  (a) The Company's latest annual report on Form 10-K or: (i)
         the Company's latest prospectus filed pursuant to Rule 424(b) under the
         Securities Act of 1933, as amended (the "Securities Act"), that
         contains audited financial statements for the Company's latest fiscal
         year for which such statements have been filed or (ii) the Company's
         effective registration statement on Form 10 or Form 10-SB filed under
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         containing audited financial statement for the Company's latest fiscal
         year.

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

                  (c) The description of the Company's Common Stock which is
         contained in the Company's Registration Statement on Form S-18
         (Registration No. 33-46937) filed under the Securities Act, including
         any amendment or report filed under the Exchange Act for the purpose of
         updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the securities offered have been sold or which deregisters all 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 filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

                  (a) Not applicable.

                  (b) Certain legal matters in connection with this registration
         statement will be passed upon by Larkin, Hoffman, Daly & Lindgren,
         Ltd., as counsel for the Company. Frank I. Harvey, who is a shareholder
         of the law firm, serves as a director of the Company. Mr. Harvey
         beneficially owned, as of April 16, 1996, 4,610 shares of the Company's
         Common Stock and options to purchase 5,500 shares of the Company's
         Common Stock.



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 302A.521 of the Minnesota Statutes requires the Company to
indemnify a person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person with respect to
the Company, against judgments, penalties, fines, including reasonable expenses,
if such person: (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (5)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or, in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification shall be made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board of Directors, by special legal counsel, by
the shareholders or by a court.

         As permitted by the Minnesota Business Corporation Act, the Restated
Articles of Incorporation of the Company eliminate the liability of the
directors of the Company for monetary damages arising from any breach of
fiduciary duties as a member of the Company's Board of Directors (except as
expressly prohibited by Minnesota Statutes, Section 302A.251, subd. 4).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable. This registration statement relates to the issuance of
shares upon the exercise of options. The grants of such options did not
constitute "sales" under the Securities Act of 1933, as amended.

ITEM 8.  EXHIBITS.

   4.1      Nonstatutory Stock Option granted to Cal Krupa dated June 9, 1992.
   4.2      Nonstatutory Stock Option granted to Cal Krupa dated July 21, 1993.
   4.3      Nonstatutory Stock Option granted to Cal Krupa dated August 3, 1994.
   4.4      Nonstatutory Stock Option granted to Cal Krupa dated July 25, 1995.
   5.1      Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd., as to the 
            legality of the securities (included as page II-5).
   23.1     Consent of Divine, Scherzer & Brody, Ltd. (included as page II-7).
   23.2     Consent of Counsel (included in Exhibit 5.1).
   24.1     Power of Attorney (see signature page).


ITEM 9.  UNDERTAKINGS.

         1. 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:

                  (i) 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.

         (b) 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.

         (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.

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

         3. 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 provision, 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Rogers, State of Minnesota, on May 9, 1996.

                                 ULTRA PAC, INC.


                                 By: /s/ Calvin S. Krupa
                                     Calvin S. Krupa
                                     Its: President and Chief Executive Officer

                                POWER OF ATTORNEY

         The officers and directors of Ultra Pac, Inc., whose signatures appear
below, hereby constitute and appoint Calvin S. Krupa and Frank I. Harvey, and
each of them (with full power to each of them to act alone) their true and
lawful attorneys-in-fact to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement of Ultra Pac, Inc., and
each of the undersigned does hereby ratify and confirm all that said attorneys
shall do or cause to be done by virtue thereof.

         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.


/s/ Calvin S. Krupa          President, Chief Executive
Calvin S. Krupa              Officer and Director
                       
/s/ Brad C. Yopp             Chief Financial Officer (Principal
Brad C. Yopp                 Financial and Accounting Officer)
                       
/s/ James A. Thole           Secretary and Director
James A. Thole         
                       
/s/ John F. DeBoer           Director
John F. DeBoer         
                       
/s/ Michael J. McGlynn       Director
Michael J. McGlynn     
                       
/s/ Frank I. Harvey          Director
Frank I. Harvey
[{"type": "S-8", "sequence": "1", "description": "ULTRA PAC, INC. NONSTATUATORY STOCK OPTIONS", "secsgml_size_bytes": 15481}]
{"company-data": {"conformed-name": "ULTRA PAC INC", "cik": "0000813134", "assigned-sic": "2670", "irs-number": "411581031", "state-of-incorporation": "MN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03479", "film-number": "96559740"}, "business-address": {"street1": "21925 INDUSTRIAL BLVD", "city": "ROGERS", "state": "MN", "zip": "55374", "phone": "6124288340"}, "mail-address": {"street1": "21925 INDUSTRIAL BLVD", "city": "ROGERS", "state": "MN", "zip": "55374"}}
As filed with the Securities and Exchange Commission on May 10,1996

                                                      Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 ULTRA PAC, INC.
             (Exact Name of Registrant as Specified in its Charter)

          MINNESOTA                        3089                  41-1581031
(State or Other Jurisdiction of (Primary Standard Industrial   (IRS Employer
 Incorporation or Organization)  Classification Code Number) Identification No.)

                           21925 Industrial Boulevard
                             Rogers, Minnesota 55374
                                 (612) 428-8340
                    (Address of Principal Executive Offices)

       Nonstatutory Stock Options granted to Cal Krupa dated June 9, 1992,
                July 21, 1993, August 3, 1994, and July 25, 1995
                            (Full Title of the Plan)

                                 Calvin S. Krupa
                           21925 Industrial Boulevard
                             Rogers, Minnesota 55374
                                 (612) 428-8340
           (Name, Address, and Telephone Number of Agent for Service)

                                   Copies to:
                             Michael W. Schley, Esq.
                     Larkin, Hoffman, Daly & Lindgren, Ltd.
                          1500 Norwest Financial Center
                            7900 Xerxes Avenue South
                          Bloomington, Minnesota 55431
                                 (612) 835-3800

                APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
   As soon as practicable after the Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

                         CALCULATION OF REGISTRATION FEE
Amount to be      Proposed Maximum       Proposed Maximum Aggregate      Amount of
Title of Securities to be Registered  Registered(1)  Offering Price Per Share         Offering Price        Registration Fee
Common stock (no par value)            20,000             $11.50(2)                   $230,000(2)             $79.31
  Common Stock (no par value)            20,000             $8.75(2)                    $175,000(2)             $60.34
  Common Stock (no par value)            20,000             $7.25(2)                    $145,000(2)             $50.00
  Common Stock (no par value)            20,000             $6.00(2)                    $120,000(2)             $41.38
  Total                                  80,000             n/a                         $670,000(2)             $231.03
(see footnotes on next page)

(1)      The registration statement also includes an indeterminable number of
         additional shares that may become issuable pursuant to the antidilution
         provisions of the Nonstatutory Option Agreements.

(2)      Estimated solely for the purpose of calculating the registration fee
         based upon the exercise price of the nonstatutory stock options.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company incorporates by reference into the registration statement
the documents listed below:

                  (a) The Company's latest annual report on Form 10-K or: (i)
         the Company's latest prospectus filed pursuant to Rule 424(b) under the
         Securities Act of 1933, as amended (the "Securities Act"), that
         contains audited financial statements for the Company's latest fiscal
         year for which such statements have been filed or (ii) the Company's
         effective registration statement on Form 10 or Form 10-SB filed under
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         containing audited financial statement for the Company's latest fiscal
         year.

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

                  (c) The description of the Company's Common Stock which is
         contained in the Company's Registration Statement on Form S-18
         (Registration No. 33-46937) filed under the Securities Act, including
         any amendment or report filed under the Exchange Act for the purpose of
         updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the securities offered have been sold or which deregisters all 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 filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

                  (a) Not applicable.

                  (b) Certain legal matters in connection with this registration
         statement will be passed upon by Larkin, Hoffman, Daly & Lindgren,
         Ltd., as counsel for the Company. Frank I. Harvey, who is a shareholder
         of the law firm, serves as a director of the Company. Mr. Harvey
         beneficially owned, as of April 16, 1996, 4,610 shares of the Company's
         Common Stock and options to purchase 5,500 shares of the Company's
         Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 302A.521 of the Minnesota Statutes requires the Company to
indemnify a person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person with respect to
the Company, against judgments, penalties, fines, including reasonable expenses,
if such person: (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (5)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or, in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification shall be made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board of Directors, by special legal counsel, by
the shareholders or by a court.

         As permitted by the Minnesota Business Corporation Act, the Restated
Articles of Incorporation of the Company eliminate the liability of the
directors of the Company for monetary damages arising from any breach of
fiduciary duties as a member of the Company's Board of Directors (except as
expressly prohibited by Minnesota Statutes, Section 302A.251, subd. 4).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable. This registration statement relates to the issuance of
shares upon the exercise of options. The grants of such options did not
constitute "sales" under the Securities Act of 1933, as amended.

ITEM 8.  EXHIBITS.

   4.1      Nonstatutory Stock Option granted to Cal Krupa dated June 9, 1992.
   4.2      Nonstatutory Stock Option granted to Cal Krupa dated July 21, 1993.
   4.3      Nonstatutory Stock Option granted to Cal Krupa dated August 3, 1994.
   4.4      Nonstatutory Stock Option granted to Cal Krupa dated July 25, 1995.
   5.1      Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd., as to the 
            legality of the securities (included as page II-5).
   23.1     Consent of Divine, Scherzer & Brody, Ltd. (included as page II-7).
   23.2     Consent of Counsel (included in Exhibit 5.1).
   24.1     Power of Attorney (see signature page).

ITEM 9.  UNDERTAKINGS.

         1. 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:

                  (i) 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.

         (b) 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.

         (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.

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

         3. 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 provision, 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Rogers, State of Minnesota, on May 9, 1996.

                                 ULTRA PAC, INC.

                                 By: /s/ Calvin S. Krupa
                                     Calvin S. Krupa
                                     Its: President and Chief Executive Officer

                                POWER OF ATTORNEY

         The officers and directors of Ultra Pac, Inc., whose signatures appear
below, hereby constitute and appoint Calvin S. Krupa and Frank I. Harvey, and
each of them (with full power to each of them to act alone) their true and
lawful attorneys-in-fact to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement of Ultra Pac, Inc., and
each of the undersigned does hereby ratify and confirm all that said attorneys
shall do or cause to be done by virtue thereof.

         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.

/s/ Calvin S. Krupa          President, Chief Executive
Calvin S. Krupa              Officer and Director
                       
/s/ Brad C. Yopp             Chief Financial Officer (Principal
Brad C. Yopp                 Financial and Accounting Officer)
                       
/s/ James A. Thole           Secretary and Director
James A. Thole         
                       
/s/ John F. DeBoer           Director
John F. DeBoer         
                       
/s/ Michael J. McGlynn       Director
Michael J. McGlynn     
                       
/s/ Frank I. Harvey          Director
Frank I. Harvey