As filed with the Securities and Exchange Commission on
December 4, 1998                                Registration No. 333-_______



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

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

                             EQUIFAX INC.

        (Exact name of Registrant as specified in its charter)


         Georgia                                          57-0401110
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

                          ________________________

                        1600 Peachtree Street, N.W.
                           Atlanta, Georgia 30309
                               (404) 885-8000

(Address, including zip code, and telephone number, including area code, of
                 Registrant's principal executive offices)

                          ________________________ 

                  NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          ________________________

                          Bruce S. Richards, Esq.
                Corporate Vice President and General Counsel
                        1600 Peachtree Street, N.W.
                           Atlanta, Georgia 30309
                               (404) 885-8000
  (Name, address, including zip code, and telephone number, including area
                        code, of agent for service)
                          ________________________


                                 Copies to:

                         Larry D. Ledbetter, Esq.
                          Kilpatrick Stockton LLP
                        1100 Peachtree Street, N.W.
                           Atlanta, Georgia 30309

<TABLE>
<CAPTION>

                              Calculation of Registration Fee
-----------------------------------------------------------------------------------------------------------
                                               Proposed Maximum     Proposed Maximum
Title of Securities          Amount to          Offering Price         Aggregate             Amount of
to be Registered           be Registered         Per Share <F1>     Offering Price <F1>   Registration Fee
------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                  <C>                  <C>
Common Stock, $1.25 par     300,000 shares      $40.50               $12,150,000          $ 3,377.70
   value

<FN>
<F1> Estimated solely for the purpose of computing the registration fee.  This amount
was determined in accordance with Rules 457(c) and 457(h)(1) under the Securities
Act of 1933, based on $40.50, the average of the high and low prices on the New York
Stock Exchange on December 1, 1998.
</FN>
</TABLE>

<PAGE>
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant (file no. 000-06605) with
the Commission are incorporated herein by reference and made a part hereof:

      (i)   Annual Report of the Registrant on Form 10-K for the year ended
            December 31, 1997, as amended on May 15, 1998;
      (ii)  Quarterly Reports of the Registrant on Form 10-Q for the quarters
            ended March 31, 1998, June 30, 1998 and September 30, 1998;
      (iii) Current Reports of the Registrant on Form 8-K filed on September 4,
            1998 and September 28, 1998; and
      (iv)  The description of the Common Stock in the Registrant's registration
            statements on Form 10, dated December 31, 1964, and on Form 8-A,
            filed on November 2, 1995.

      All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be made a part hereof
from the respective dates 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 the
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or this
Prospectus.

     Copies of the above documents (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents)
may be obtained upon written or oral request without charge from the Registrant,
1600 Peachtree Street, N.W. Atlanta, Georgia 30309 (telephone number
(404) 885-8000), Attention: Bruce S. Richards, Esq., Corporate Vice President
and General Counsel.

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 Georgia Business Corporation Code permits, and the
Registrant's Bylaws require, the Registrant to indemnify any person
who was or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (which could include actions,
suits or proceedings under the Securities Act, whether civil,
criminal, administrative, or investigative (other than an action
brought by or on behalf of the Registrant) by reason of the fact that
such person is or was a director or officer of the Registrant or is or
was serving at the request of the Registrant as a director or officer
of another corporation, partnership, joint venture, trust, or other
enterprise, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in  connection with such action,
suit or proceeding if such person acted in a manner he reasonably
believed to be in or not opposed to the best interests of the<PAGE>
Registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.  With
regard to actions or suits by or in the right of the Registrant,
indemnification is limited to reasonable expenses incurred in
connection with the proceeding and generally is not available in
connection with such a proceeding in which such person was adjudged
liable to the Registrant.

     In addition, the Registrant carries insurance on behalf of
directors and officers that may cover liabilities under the Securities
Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.   EXHIBITS

     The exhibits included as part of this Registration Statement are
as follows:

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

4.1                       Amended and Restated Articles of Incorporation of the
                          Registrant (incorporated by reference to Exhibit "B"
                          to the Registrant's definitive Proxy Statement for the
                          1996 Annual Meeting of Shareholders, filed March 27,
                          1996 (File No. 1-6605)).

4.2                       Bylaws of the Registrant (incorporated by reference to
                          Commission File No. 1-6605, Exhibit 3.2 to the
                          Registrant's Annual Report on Form 10-K for the year
                          ended December 31, 1996).

5                         Opinion of Kilpatrick Stockton LLP
 
23.1                      Consent of Arthur Andersen LLP.

23.2                      Consent of Kilpatrick Stockton LLP (included in
                          Exhibit 5).

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

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,
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; and (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, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
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 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.


                              SIGNATURES
                                   
     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State
of Georgia, on this 30th day of November, 1998.

                                   EQUIFAX INC.



                                   By:  /s/ David A. Post
                                       David A. Post
                                       Corporate Vice President
                                          and Chief Financial Officer

     Each person whose signature appears below hereby constitutes and
appoints C.B. Rogers, Jr., and David A. Post and either of them, as
his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or
her name, place and stead, and in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to cause the same to be filed,
with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby granting to said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all acts and things that said
attorneys-in-fact and agents, or either of them or their substitutes
or substitute, 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 below by the
following persons in the capacities and on the dates indicated.
<PAGE>
<TABLE>
<CAPTION>

         Signature                                         Title                                         Date
         ---------                                         -----                                         ----
 <S>                                                <C>                                            <C>
 /s/ C. B. Rogers, Jr.                              Chairman of the Board                          November 30, 1998
         C. B. Rogers, Jr.

 /s/ Thomas F. Chapman                              President, Chief Executive Officer and         November 30, 1998
         Thomas F. Chapman                          Director (principal executive officer)


 /s/ David A. Post                                  Corporate Vice President and Chief             November 30, 1998
         David A. Post                              Financial Officer (principal financial
                                                    officer)

 /s/ Philip J. Mazzilli                             Corporate Vice President,                      November 30, 1998
         Philip J. Mazzilli                         Treasurer and Controller
                                                    (principal accounting officer)

 /s/ D. W. McGlaughlin                                               Director                      November 30, 1998
         D. W. McGlaughlin

 /s/ Lee A. Ault, III                                                Director                      November 30, 1998
         Lee A. Ault, III


 /s/ John L. Clendenin                                               Director                      November 20, 1998
         John L. Clendenin


/s/ A. W. Dahlberg                                                   Director                      November 24, 1998
         A. W. Dahlberg

 /s/ Robert P. Forrestal                                             Director                      November 23, 1998
         Robert P. Forrestal


 /s/ L. Phillip Humann                                               Director                      November 30, 1998
         L. Phillip Humann

/s/ Larry L. Prince                                                  Director                      November 30, 1998
         Larry L. Prince


 /s/ D. Raymond Riddle                                               Director                      November 24, 1998
         D. Raymond Riddle


 /s/ Betty L. Siegel, Ph.D.                                          Director                      November 20, 1998
         Betty L. Siegel, Ph.D.

 /s/ Louis W. Sullivan, M.D.                                         Director                      November 24, 1998
         Louis W. Sullivan, M.D.

<PAGE>
                          EXHIBIT INDEX

Exhibit
Number 
--------

4.1    Amended and Restated Articles of Incorporation of the Registrant
       (incorporated by reference to Exhibit "B" to the Registrant's
       definitive Proxy Statement for the 1996 Annual Meeting of Shareholders, filed
       March 27, 1996 (File No. 1-6605)).

4.2    Bylaws of the Registrant (incorporated by reference to Commission File No.
       1-6605, Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
       year ended December 31, 1996).

5      Opinion of Kilpatrick Stockton LLP

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of Kilpatrick Stockton LLP (included in Exhibit 5).

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



</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16545}]
{"company-data": {"conformed-name": "EQUIFAX INC", "cik": "0000033185", "assigned-sic": "7320", "irs-number": "580401110", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68421", "film-number": "98764420"}, "business-address": {"street1": "1600 PEACHTREE ST NW", "city": "ATLANTA", "state": "GA", "zip": "30302", "phone": "4048858000"}, "mail-address": {"street1": "1600 PEACHTREE ST NW", "city": "ATLANTA", "state": "GA", "zip": "30309"}, "former-company": {"former-conformed-name": "RETAIL CREDIT CO", "date-changed": "19760222"}}
As filed with the Securities and Exchange Commission on
December 4, 1998                                Registration No. 333-_______

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

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

                             EQUIFAX INC.

        (Exact name of Registrant as specified in its charter)

         Georgia                                          57-0401110
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

                          ________________________

                        1600 Peachtree Street, N.W.
                           Atlanta, Georgia 30309
                               (404) 885-8000

(Address, including zip code, and telephone number, including area code, of
                 Registrant's principal executive offices)

                          ________________________ 

                  NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          ________________________

                          Bruce S. Richards, Esq.
                Corporate Vice President and General Counsel
                        1600 Peachtree Street, N.W.
                           Atlanta, Georgia 30309
                               (404) 885-8000
  (Name, address, including zip code, and telephone number, including area
                        code, of agent for service)
                          ________________________

                                 Copies to:

                         Larry D. Ledbetter, Esq.
                          Kilpatrick Stockton LLP
                        1100 Peachtree Street, N.W.
                           Atlanta, Georgia 30309
Calculation of Registration Fee
-----------------------------------------------------------------------------------------------------------
                                               Proposed Maximum     Proposed Maximum
Title of Securities          Amount to          Offering Price         Aggregate             Amount of
to be Registered           be Registered         Per Share
Offering Price
Registration Fee
------------------------------------------------------------------------------------------------------------
Common Stock, $1.25 par     300,000 shares      $40.50               $12,150,000          $ 3,377.70
   value
Estimated solely for the purpose of computing the registration fee.  This amount
was determined in accordance with Rules 457(c) and 457(h)(1) under the Securities
Act of 1933, based on $40.50, the average of the high and low prices on the New York
Stock Exchange on December 1, 1998.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant (file no. 000-06605) with
the Commission are incorporated herein by reference and made a part hereof:

      (i)   Annual Report of the Registrant on Form 10-K for the year ended
            December 31, 1997, as amended on May 15, 1998;
      (ii)  Quarterly Reports of the Registrant on Form 10-Q for the quarters
            ended March 31, 1998, June 30, 1998 and September 30, 1998;
      (iii) Current Reports of the Registrant on Form 8-K filed on September 4,
            1998 and September 28, 1998; and
      (iv)  The description of the Common Stock in the Registrant's registration
            statements on Form 10, dated December 31, 1964, and on Form 8-A,
            filed on November 2, 1995.

      All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be made a part hereof
from the respective dates 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 the
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or this
Prospectus.

     Copies of the above documents (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents)
may be obtained upon written or oral request without charge from the Registrant,
1600 Peachtree Street, N.W. Atlanta, Georgia 30309 (telephone number
(404) 885-8000), Attention: Bruce S. Richards, Esq., Corporate Vice President
and General Counsel.

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 Georgia Business Corporation Code permits, and the
Registrant's Bylaws require, the Registrant to indemnify any person
who was or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (which could include actions,
suits or proceedings under the Securities Act, whether civil,
criminal, administrative, or investigative (other than an action
brought by or on behalf of the Registrant) by reason of the fact that
such person is or was a director or officer of the Registrant or is or
was serving at the request of the Registrant as a director or officer
of another corporation, partnership, joint venture, trust, or other
enterprise, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in  connection with such action,
suit or proceeding if such person acted in a manner he reasonably
believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.  With
regard to actions or suits by or in the right of the Registrant,
indemnification is limited to reasonable expenses incurred in
connection with the proceeding and generally is not available in
connection with such a proceeding in which such person was adjudged
liable to the Registrant.

     In addition, the Registrant carries insurance on behalf of
directors and officers that may cover liabilities under the Securities
Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.   EXHIBITS

     The exhibits included as part of this Registration Statement are
as follows:

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

4.1                       Amended and Restated Articles of Incorporation of the
                          Registrant (incorporated by reference to Exhibit "B"
                          to the Registrant's definitive Proxy Statement for the
                          1996 Annual Meeting of Shareholders, filed March 27,
                          1996 (File No. 1-6605)).

4.2                       Bylaws of the Registrant (incorporated by reference to
                          Commission File No. 1-6605, Exhibit 3.2 to the
                          Registrant's Annual Report on Form 10-K for the year
                          ended December 31, 1996).

5                         Opinion of Kilpatrick Stockton LLP
 
23.1                      Consent of Arthur Andersen LLP.

23.2                      Consent of Kilpatrick Stockton LLP (included in
                          Exhibit 5).

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

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,
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; and (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, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
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 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                              SIGNATURES
                                   
     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State
of Georgia, on this 30th day of November, 1998.

                                   EQUIFAX INC.

                                   By:  /s/ David A. Post
                                       David A. Post
                                       Corporate Vice President
                                          and Chief Financial Officer

     Each person whose signature appears below hereby constitutes and
appoints C.B. Rogers, Jr., and David A. Post and either of them, as
his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or
her name, place and stead, and in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to cause the same to be filed,
with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby granting to said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all acts and things that said
attorneys-in-fact and agents, or either of them or their substitutes
or substitute, 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 below by the
following persons in the capacities and on the dates indicated.
Signature                                         Title                                         Date
         ---------                                         -----                                         ----
/s/ C. B. Rogers, Jr.                              Chairman of the Board                          November 30, 1998
         C. B. Rogers, Jr.

 /s/ Thomas F. Chapman                              President, Chief Executive Officer and         November 30, 1998
         Thomas F. Chapman                          Director (principal executive officer)

 /s/ David A. Post                                  Corporate Vice President and Chief             November 30, 1998
         David A. Post                              Financial Officer (principal financial
                                                    officer)

 /s/ Philip J. Mazzilli                             Corporate Vice President,                      November 30, 1998
         Philip J. Mazzilli                         Treasurer and Controller
                                                    (principal accounting officer)

 /s/ D. W. McGlaughlin                                               Director                      November 30, 1998
         D. W. McGlaughlin

 /s/ Lee A. Ault, III                                                Director                      November 30, 1998
         Lee A. Ault, III

 /s/ John L. Clendenin                                               Director                      November 20, 1998
         John L. Clendenin

/s/ A. W. Dahlberg                                                   Director                      November 24, 1998
         A. W. Dahlberg

 /s/ Robert P. Forrestal                                             Director                      November 23, 1998
         Robert P. Forrestal

 /s/ L. Phillip Humann                                               Director                      November 30, 1998
         L. Phillip Humann

/s/ Larry L. Prince                                                  Director                      November 30, 1998
         Larry L. Prince

 /s/ D. Raymond Riddle                                               Director                      November 24, 1998
         D. Raymond Riddle

 /s/ Betty L. Siegel, Ph.D.                                          Director                      November 20, 1998
         Betty L. Siegel, Ph.D.

 /s/ Louis W. Sullivan, M.D.                                         Director                      November 24, 1998
         Louis W. Sullivan, M.D.
EXHIBIT INDEX

Exhibit
Number 
--------

4.1    Amended and Restated Articles of Incorporation of the Registrant
       (incorporated by reference to Exhibit "B" to the Registrant's
       definitive Proxy Statement for the 1996 Annual Meeting of Shareholders, filed
       March 27, 1996 (File No. 1-6605)).

4.2    Bylaws of the Registrant (incorporated by reference to Commission File No.
       1-6605, Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
       year ended December 31, 1996).

5      Opinion of Kilpatrick Stockton LLP

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of Kilpatrick Stockton LLP (included in Exhibit 5).

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