As  filed  with the Securities and Exchange Commission on July 16, 1997.

                                                     Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                 __________

                                 FORM S-8

                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933

                                 __________
                      AMERICAN OILFIELD DIVERS, INC.
          (Exact name of registrant as specified in its charter)

  Louisiana                                            72-0918249
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                                 900 Town & Country Lane
                                        Suite 400
                                   Houston, Texas 77024
                             (Address, including zip code, of
                        registrant's principal executive offices)

                            American Oilfield Divers, Inc.
                   Amended and Restated Incentive Compensation Plan
                                 (Full title of the plan)

                                       __________

                                    Rodney W. Stanley
                          President and Chief Executive Officer
                                 900 Town & Country Lane
                                        Suite 400
                                   Houston, Texas 77024
                                      (713) 430-1100
                (Name, address, including zip code, and telephone number,
                        including area code, of agent for service)

                                         Copy to:

                                    Margaret F. Murphy
              Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                                  201 St. Charles Avenue
                            New Orleans, Louisiana 70170-5100

                             CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                                              Proposed
                       Amount            Proposed maximum     maximum       Amount of
Title of securities    to be              offering price     aggregate     registration
to be registered       registered(1)         per unit      offering price      fee
------------------------------------------------------------------------------------------ 
<S>                   <C>                 <C>               <C>                <C>
Common Stock
(no par value per
 share)               700,000 shares      $13.6875(2)       $9,581,250.00(2)   $2,903.41(2)
------------------------------------------------------------------------------------------

(1)  500,000  shares were previously registered  on  Form  S-8  Registration
     Statement  No.  33-66702  for  issuance  through  the American Oilfield
     Divers, Inc. Amended and Restated Incentive Compensation Plan, formerly
     the  American  Oilfield Divers, Inc. 1993 Incentive Compensation  Plan.
     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)  Estimated  solely  for the purpose of calculating the registration  fee
     pursuant to Rule 457(c)  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 10, 1997.
</TABLE>
<PAGE>
                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 filed  pursuant  to  Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act");

     (b)  The Company's Quarterly Report  on Form 10-Q for the quarter ended
March 31, 1997;

     (c)  The Company's Current Report on Form 8-K dated February 25, 1997;

     (d)  The Company's Current Report on Form 8-K dated April 10, 1997;

     (e)  The Company's Current Report on Form 8-K dated May 1, 1997;

     (f)  The Company's Current Report on Form 8-K dated May 21, 1997;

     (g)  All  other  reports  filed  by  the Company  with  the  Commission
     pursuant to Section 13 of the 1934 Act since December 31, 1996; and

     (h)  The description of the Company's  Common  Stock included in Item 1
     of the Company's Registration Statement on Form  8-A dated July 1, 1993
     (File No. 0-22032) filed July 6, 1993 pursuant to  Section  13  of  the
     1934  Act by incorporation by reference from pages 40 through 44 of the
     Company's  Registration  Statement  on  Form  S-1 (Registration No. 33-
     63910).

     All  documents  filed  by the Company with the Commission  pursuant  to
     Sections 13(a), 13(c), 14  and  15(d) of the 1934 Act 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 Louisiana Business Corporation Law (the "LBCL"),  Section 83, gives
Louisiana  corporations broad powers to indemnify their present  and  former
directors and officers and those of affiliated corporations against expenses
incurred in  the  defense  of  any lawsuit to which they are made parties by
reason  of  being or having been such  directors  or  officers;  subject  to
specific  conditions   and  exclusions  gives  a  director  or  officer  who
successfully  defends  an  action  the  right  to  be  so  indemnified;  and
authorizes Louisiana corporations  to buy directors' and officers' liability
insurance. Such indemnification is not  exclusive  of  any  other  rights to
which  those  indemnified  may  be  entitled  under  any  by-law, agreement,
authorization of shareholders or otherwise.

     The Company's By-laws make mandatory the indemnification  of  directors
and officers permitted by the LBCL. The standard to be applied in evaluating
any  claim  for  indemnification (excluding claims for expenses incurred  in
connection with the  successful  defense of any proceeding or matter therein
for  which  indemnification  is mandatory  without  reference  to  any  such
standard) is whether the claimant  acted  in  good  faith and in a manner he
reasonably believed to be in or not opposed to, the best  interests  of  the
Company.  With respect to any criminal action or proceeding, the standard is
that the claimant  had  no  reasonable  cause  to  believe  the  conduct was
unlawful. No indemnification is permitted in respect of any claim,  issue or
matter as to which a director or officer shall have been adjudged by a court
of competent jurisdiction to be liable for willful or intentional misconduct
or  to  have obtained an improper personal benefit, unless, and only to  the
extent that  the court shall determine upon application that, in view of all
the circumstances  of  the  case,  he  is  fairly and reasonably entitled to
indemnity for such expenses that the court shall deem proper.

     The Company maintains liability policies  to indemnify its officers and
directors  against  loss  arising  from  claims  by reason  of  their  legal
liability  for acts as officers and directors, subject  to  limitations  and
conditions to be set forth in the policies.

     Each of the Company's directors and executive officers 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 and executive officers  against  any  costs and
expenses,  judgments, settlements and fines incurred in connection with  any
claim involving a director or executive officer by reason of his position as
director or  officer that are in excess of the coverage provided by any such
insurance, provided  that the director or officer 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 Price Waterhouse 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  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
     proceedings) 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 15, 1997.

                                          AMERICAN OILFIELD DIVERS, INC.

                                          By:   /s/ Rodney W. Stanley
                                                -----------------------------
                                                Rodney W. Stanley
                                                President and Chief Executive
                                                      Officer

                              POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose  signature appears
  immediately below constitutes and appoints Rodney W. Stanley, Cathy M.
  Green,  and Quinn J. Hebert, and each of them acting individually, 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, as
amended, this Registration Statement has been signed by the following persons
in  the  capacities  and on the dates indicated.

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

/s/ George C. Yax        Director and Chairman of the Board   July 2, 1997
__________________  
George C. Yax

/s/ Rodney W. Stanley
_____________________          Director, President and       July 15, 1997
Rodney W. Stanley               Chief Executive Officer
                             (Principal Executive Officer)

/s/ Kevin C. Peterson
----------------------        Director and Executive Vice    July 15, 1997
Kevin C. Peterson                      President
                                     

/s/ Stephen A. Lasher
______________________                 Director              July 7, 1997
Stephen A. Lasher

/s/ Willam C. O'Malley
-----------------------                Director              July 15, 1997
William C. O'Malley

/s/ Cathy M. Green
-----------------------     Vice President - Finance and     July 15, 1997
Cathy M. Green                  Chief Financial Officer
                            (Principal Financial Officer and
                             Principal Accounting Officer)

<PAGE>

                          EXHIBIT INDEX

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

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

    23.1    Consent of Price Waterhouse LLP.

    23.2    Consent of Jones, Walker, Waechter,  Poitevent, Carrere & Denegre,
            L.L.P. (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16773}]
{"company-data": {"conformed-name": "AMERICAN OILFIELD DIVERS INC", "cik": "0000906520", "assigned-sic": "1389", "irs-number": "720918249", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31401", "film-number": "97641514"}, "business-address": {"street1": "900 TOWN & COUNTRY LANE SUITE 400", "city": "HOUSTON", "state": "TX", "zip": "77024", "phone": "7134613400"}, "mail-address": {"street1": "900 TOWN & COUNTRY LANE SUITE 400", "city": "HOUSTON", "state": "TX", "zip": "77024"}}
As  filed  with the Securities and Exchange Commission on July 16, 1997.

                                                     Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                 __________

                                 FORM S-8

                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933

                                 __________
                      AMERICAN OILFIELD DIVERS, INC.
          (Exact name of registrant as specified in its charter)

  Louisiana                                            72-0918249
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                                 900 Town & Country Lane
                                        Suite 400
                                   Houston, Texas 77024
                             (Address, including zip code, of
                        registrant's principal executive offices)

                            American Oilfield Divers, Inc.
                   Amended and Restated Incentive Compensation Plan
                                 (Full title of the plan)

                                       __________

                                    Rodney W. Stanley
                          President and Chief Executive Officer
                                 900 Town & Country Lane
                                        Suite 400
                                   Houston, Texas 77024
                                      (713) 430-1100
                (Name, address, including zip code, and telephone number,
                        including area code, of agent for service)

                                         Copy to:

                                    Margaret F. Murphy
              Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                                  201 St. Charles Avenue
                            New Orleans, Louisiana 70170-5100

                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------
                                                              Proposed
                       Amount            Proposed maximum     maximum       Amount of
Title of securities    to be              offering price     aggregate     registration
to be registered       registered(1)         per unit      offering price      fee
------------------------------------------------------------------------------------------
Common Stock
(no par value per
 share)               700,000 shares      $13.6875(2)       $9,581,250.00(2)   $2,903.41(2)
------------------------------------------------------------------------------------------

(1)  500,000  shares were previously registered  on  Form  S-8  Registration
     Statement  No.  33-66702  for  issuance  through  the American Oilfield
     Divers, Inc. Amended and Restated Incentive Compensation Plan, formerly
     the  American  Oilfield Divers, Inc. 1993 Incentive Compensation  Plan.
     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)  Estimated  solely  for the purpose of calculating the registration  fee
     pursuant to Rule 457(c)  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 10, 1997.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 filed  pursuant  to  Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act");

     (b)  The Company's Quarterly Report  on Form 10-Q for the quarter ended
March 31, 1997;

     (c)  The Company's Current Report on Form 8-K dated February 25, 1997;

     (d)  The Company's Current Report on Form 8-K dated April 10, 1997;

     (e)  The Company's Current Report on Form 8-K dated May 1, 1997;

     (f)  The Company's Current Report on Form 8-K dated May 21, 1997;

     (g)  All  other  reports  filed  by  the Company  with  the  Commission
     pursuant to Section 13 of the 1934 Act since December 31, 1996; and

     (h)  The description of the Company's  Common  Stock included in Item 1
     of the Company's Registration Statement on Form  8-A dated July 1, 1993
     (File No. 0-22032) filed July 6, 1993 pursuant to  Section  13  of  the
     1934  Act by incorporation by reference from pages 40 through 44 of the
     Company's  Registration  Statement  on  Form  S-1 (Registration No. 33-
     63910).

     All  documents  filed  by the Company with the Commission  pursuant  to
     Sections 13(a), 13(c), 14  and  15(d) of the 1934 Act 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 Louisiana Business Corporation Law (the "LBCL"),  Section 83, gives
Louisiana  corporations broad powers to indemnify their present  and  former
directors and officers and those of affiliated corporations against expenses
incurred in  the  defense  of  any lawsuit to which they are made parties by
reason  of  being or having been such  directors  or  officers;  subject  to
specific  conditions   and  exclusions  gives  a  director  or  officer  who
successfully  defends  an  action  the  right  to  be  so  indemnified;  and
authorizes Louisiana corporations  to buy directors' and officers' liability
insurance. Such indemnification is not  exclusive  of  any  other  rights to
which  those  indemnified  may  be  entitled  under  any  by-law, agreement,
authorization of shareholders or otherwise.

     The Company's By-laws make mandatory the indemnification  of  directors
and officers permitted by the LBCL. The standard to be applied in evaluating
any  claim  for  indemnification (excluding claims for expenses incurred  in
connection with the  successful  defense of any proceeding or matter therein
for  which  indemnification  is mandatory  without  reference  to  any  such
standard) is whether the claimant  acted  in  good  faith and in a manner he
reasonably believed to be in or not opposed to, the best  interests  of  the
Company.  With respect to any criminal action or proceeding, the standard is
that the claimant  had  no  reasonable  cause  to  believe  the  conduct was
unlawful. No indemnification is permitted in respect of any claim,  issue or
matter as to which a director or officer shall have been adjudged by a court
of competent jurisdiction to be liable for willful or intentional misconduct
or  to  have obtained an improper personal benefit, unless, and only to  the
extent that  the court shall determine upon application that, in view of all
the circumstances  of  the  case,  he  is  fairly and reasonably entitled to
indemnity for such expenses that the court shall deem proper.

     The Company maintains liability policies  to indemnify its officers and
directors  against  loss  arising  from  claims  by reason  of  their  legal
liability  for acts as officers and directors, subject  to  limitations  and
conditions to be set forth in the policies.

     Each of the Company's directors and executive officers 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 and executive officers  against  any  costs and
expenses,  judgments, settlements and fines incurred in connection with  any
claim involving a director or executive officer by reason of his position as
director or  officer that are in excess of the coverage provided by any such
insurance, provided  that the director or officer 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 Price Waterhouse 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  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
     proceedings) 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 15, 1997.

                                          AMERICAN OILFIELD DIVERS, INC.

                                          By:   /s/ Rodney W. Stanley
                                                -----------------------------
                                                Rodney W. Stanley
                                                President and Chief Executive
                                                      Officer

                              POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose  signature appears
  immediately below constitutes and appoints Rodney W. Stanley, Cathy M.
  Green,  and Quinn J. Hebert, and each of them acting individually, 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, as
amended, this Registration Statement has been signed by the following persons
in  the  capacities  and on the dates indicated.

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

/s/ George C. Yax        Director and Chairman of the Board   July 2, 1997
__________________  
George C. Yax

/s/ Rodney W. Stanley
_____________________          Director, President and       July 15, 1997
Rodney W. Stanley               Chief Executive Officer
                             (Principal Executive Officer)

/s/ Kevin C. Peterson
----------------------        Director and Executive Vice    July 15, 1997
Kevin C. Peterson                      President
                                     

/s/ Stephen A. Lasher
______________________                 Director              July 7, 1997
Stephen A. Lasher

/s/ Willam C. O'Malley
-----------------------                Director              July 15, 1997
William C. O'Malley

/s/ Cathy M. Green
-----------------------     Vice President - Finance and     July 15, 1997
Cathy M. Green                  Chief Financial Officer
                            (Principal Financial Officer and
                             Principal Accounting Officer)
EXHIBIT INDEX

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

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

    23.1    Consent of Price Waterhouse LLP.

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