<PAGE>
 
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
    
                                  FORM 10-K/A     

[X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                      OR
[_]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997     Commission file number 000-22150

                      LANDRY'S SEAFOOD RESTAURANTS, INC.
          (Exact name of the registrant as specified in its charter)

        DELAWARE                                        76-0405386
(State of incorporation)                    (I.R.S. Employer Identification No.)
1400 POST OAK BLVD., SUITE 1010             (713) 850-1010
HOUSTON, TX  77056                          (Registrant's telephone number)
(Address of principal executive offices)

       SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                    COMMON SHARES, PAR VALUE $.01 PER SHARE
                               (Title of Class)
                              __________________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [_]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

The aggregate market value of the registrant's voting Common Stock held by non-
affiliates of the registrant was approximately $644,600,000 as of February 19,
1998, based on the NASDAQ National Market System closing price on that date. For
this purpose, all shares held by officers and directors of the registrant are
considered to be held by affiliates, but neither the registrant nor such persons
concede that they are affiliates of the registrants.

The number of shares outstanding of the registrant's common stock is 26,004,449
as of February 12, 1998.

                      DOCUMENTS INCORPORATED BY REFERENCE

The Proxy Statement for the Registrant's 1998 Annual Meeting of  Stockholders,
to be filed pursuant to regulation 14A under the Securities Exchange Act of
1934, as amended, is incorporated by reference into Part III of this Form 10-K.
Although such Proxy Statement is not currently available, it will be filed with
the Commission within 120 days after December 31, 1997.

<PAGE>
 
                      LANDRY'S SEAFOOD RESTAURANTS, INC.


                                    PART I

ITEM 1.  BUSINESS

GENERAL
 
  The Company owns and operates full-service, mid-priced, casual dining,
seafood restaurants located in 26 states, under the restaurant divisional
names "Joe's Crab Shack," "Landry's Seafood House," and "The Crab House." As
of February 19, 1998, the Company operated 122 full service restaurants,
including 58 Joe's Crab Shack restaurants, 43 Landry's Seafood House division
restaurants and 21 The Crab House restaurants. In addition, the Company
operates three limited-menu take-out service units. Management believes that
the Company's restaurants appeal to a broad range of customers by offering
generous portions of fresh seafood and excellent service in a high energy
environment at an attractive price-value relationship. The first Landry's
Seafood House restaurant opened in 1980. In 1988, Mr. Tilman J. Fertitta
acquired sole ownership of the two existing Landry's restaurants. The first
Joe's Crab Shack was acquired by the Company in 1994. Following his 1988
acquisition, Mr. Fertitta instituted: (i) new financial, accounting and
reporting systems; (ii) financial incentives for employees; (iii) a system for
training, supervising and retaining employees; (iv) a program for hiring top
management personnel; (v) a site selection and growth strategy; and (vi) an
operating philosophy emphasizing customer service and quality control. As a
result of the implementation of these programs, profitability increased
substantially, and the Company commenced an expansion program.

    
FORWARD-LOOKING STATEMENTS

  This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act, which are
intended to be covered by safe harbors created thereby. Stockholders are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
accelerated expansion strategy, changes in costs of food, labor and employee
benefits, the ability of the Company to acquire prime locations at acceptable
lease or purchase terms, seasonality of results, ability to make projected
capital expenditures, store unit sales and the ability to achieve projected
quarterly results, as well as general market conditions, competition, and
pricing. All statements, other than statements of historical facts, included or
incorporated by reference in this report that address activities, events or
developments that the Company expects or anticipates will or may occur in the
future, including such things as future capital expenditures (including the
amount and nature thereof), business strategy and measures to implement such
strategy, competitive strengths, goals, expansion and growth of the Company's
business and operations, plans, references to future success as well as other
statements which include words such as "anticipate," "believe," "plan,"
"estimate," "expect," and "intend" and other similar expressions constitute
forward-looking statements. Although the Company believes that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate and, therefore, there can be no assurance
that the forward-looking statements included in this report will prove to be
accurate. In light of the significant uncertainties inherent in the forward-
looking statements included herein, the inclusion of such information should not
be regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.    

RESTAURANT CONCEPTS AND STRATEGY
 
  Management believes that the relatively small number of national and
regional chain restaurants competing in the seafood segment of the restaurant
industry, as compared to other restaurant segments, provides the Company a
significant opportunity to capitalize on its high energy, casual dining
seafood restaurant concepts.
 
  The key elements of the Company's restaurant concepts and strategy include
the following:
 
  Variety and Value. The Company's restaurants provide customers an attractive
price-value relationship by serving generous portions of fresh, high quality
seafood at moderate prices. The restaurants feature a wide variety of broiled,
grilled and fried seafood items, including red snapper, shrimp, crawfish, crab
and lump crabmeat, lobster, soft shell crabs, oysters, scallops, flounder and
other traditional seafood items, many with a choice of unique seasonings,
stuffings and toppings. These items are complemented by unique side dishes,
salads, garlic bread, appetizers, and desserts presented in a visually
appealing manner.
 
  Commitment to Customer Satisfaction. The Company is committed to providing
its customers prompt, friendly, efficient service, keeping table-to-waitstaff
ratios low, and staffing each restaurant with an experienced management team
to ensure attentive customer service and consistent food quality. Through the
use of comment cards and a 1-800 telephone number, senior management receives
valuable feedback from customers and, through prompt responses, demonstrates a
continuing interest in customer satisfaction.

                                       2

<PAGE>
 
  Distinctive Design and Decor and Casual Atmosphere. Each restaurant concept
has a distinctive appearance and a flexible design which can accommodate a
wide variety of available sites. The Joe's Crab Shack restaurants are designed
to appear like an old fishing camp with a wood facade, tin roof and a raised
outside deck. Many of the Joe's Crab Shack facilities incorporate a small
playground area for children adjacent to family dining areas. For Landry's
Seafood House, the Company has developed a prototype look that is readily
identified by a large theater-style marquee over the entrance and by a
distinctive brick and wood facade creating the feeling of a traditional old
seafood house restaurant. The Crab House restaurants feature a casual nautical
theme, and many include a fresh seafood salad bar. A casual, energetic dining
atmosphere is created for all of the Company's restaurants through the design
and decor of the dining areas, which generally display vibrant, colorful
interiors. In many locations, the Company's restaurants provide outdoor patio
service for a more casual, open-air dining experience and often feature
waterfront views.
 
  High Profile Restaurant Locations. The Company's site selection strategy is
to locate its restaurants in markets which provide a balanced mix of tourist,
convention, business, and residential clientele. A variety of factors are
analyzed in the site selection process, including local market demographics,
site visibility, aesthetics (including waterfront views) and accessibility and
proximity to significant generators of potential customers such as major retail
centers, office complexes, hotel concentrations, convention and entertainment
complexes, historical areas and entertainment facilities (stadiums, arenas,
theaters, etc.). Management believes that this strategy results in a high volume
of new and repeat customers and provides the Company with increased name
recognition in new markets. The Company's current restaurants are located in
areas that satisfy the Company's site selection strategy.
 
  Commitment to Attracting and Retaining Quality Employees. By providing
extensive training and attractive compensation, the Company fosters a strong
corporate culture and encourages a sense of personal commitment from its
employees. The Company has a monthly cash bonus program establishing
performance goals on a restaurant-by- restaurant basis for each restaurant's
management team pursuant to which management believes restaurant managers
typically earn bonuses equal to between 15% and 25% of their total cash
compensation. The Company has historically utilized a program of extensive
background checks for prospective management employees (including criminal
checks, credit checks and drug screening). Management believes its policies
have resulted in a low rate of management-level employee turnover.
 
EXPANSION STRATEGY
 
  Since 1990, the Company has pursued an accelerated expansion strategy through
the opening of new restaurants or the conversion of existing restaurants. The
Company's current development plan is to open at least 45 new restaurants in
1998, of which seven restaurants were open and 31 restaurants were under
construction or development as of February 19, 1998. The number of restaurants
actually opened will vary depending upon, among other things, the Company's
ability to locate suitable restaurant sites, the Company's ability to obtain
satisfactory lease or purchase arrangements for its restaurant locations, the
availability of funds to construct and open such restaurants, the Company's
ability to obtain on a timely basis all necessary governmental permits to
construct and operate such restaurants, the Company's ability to adequately
manage the construction or conversion of such restaurants, the Company's ability
to hire, train and retain skilled management and other restaurant personnel and
general economic conditions. The Company plans to continue expanding principally
through the opening of new restaurants. From time-to-time, the Company will
evaluate the strategic acquisition of existing restaurants. The Company will
also consider the conversion of existing restaurant concepts to one of its
existing concepts, as well as possibly acquiring existing restaurants with
complementary concepts. The Company has no present understandings or agreements
to acquire any restaurant concepts.
 
  The Company plans to focus expansion efforts primarily in the southern and
midwestern portions of the United States, although the Company has and will
continue to develop or acquire restaurants in cities outside of this area.
Further development of locations in an existing market are likely to occur
where management believes the area can effectively support additional quality
seafood restaurants. In connection with this expansion effort, the Company's
primary growth will utilize the Joe's Crab Shack concept although additional
restaurants will be built in the Landry's Seafood House and The Crab House
divisions of the Company. The Company believes that the increased consumption
of seafood due to its taste, variety and perceived health advantages, combined
with the excellent unit economics of its restaurants, support the Company's
decision to concentrate its expansions efforts on quality seafood restaurants
in strategically targeted markets. The Company has designated a team of
employees that are responsible for opening new restaurant locations, including
kitchen personnel and other individuals who are trained as hosts, waiters,
floor managers and bartenders. The Company has enhanced its management
training program to enable assistant general managers to be promoted to
general managers. The Company believes that through its training program and
the hiring of outside personnel it will be able to support its expansion
strategy.
 
 

                                       3

<PAGE>
 
RESTAURANT LOCATIONS
 
  The Company's restaurants range in size from 5,000 square feet to 16,000
square feet, with the average restaurant approximating 8,000 square feet. The
restaurants generally have dining room floor seating for approximately 215
customers, many with patio seating on a seasonal basis, and bar seating for
approximately 10 to 20 additional customers.
 
  The following table provides information with respect to the states in which
the Company's existing full service restaurants were open as of February 19,
1998:
 
<TABLE>
<CAPTION>
                         NUMBER
                           OF
STATE                    UNITS
-----                    ------
<S>                      <C>
Alabama.................    3
Arizona.................    4
Arkansas................    1
California..............    2
Colorado................    5
Florida.................   18
Georgia.................    3
Illinois................    4
Indiana.................    1
Kentucky................    1
Louisiana...............    4
Maryland................    1
Michigan................    1
Mississippi.............    1
</TABLE>
<TABLE>
<CAPTION>
                           NUMBER
                             OF
STATE                      UNITS
-----                      ------
<S>                        <C>
Missouri..................    3
Nevada....................    2
New Jersey................    1
New Mexico................    1
New York..................    2
North Carolina............    1
Ohio......................    5
Oklahoma..................    2
South Carolina............    8
Tennessee.................    7
Texas.....................   40
Virginia..................    1
                            ---
  Total...................  122
                            ===
</TABLE>
 
MENU
 
  The Company's restaurants offer a wide variety of high quality, broiled,
grilled, and fried seafood items at moderate prices, including red snapper,
shrimp, crawfish, lump crabmeat, lobster, oysters, scallops, flounder, and
other traditional seafood items, many with a choice of unique seasonings,
stuffings and toppings. The Company's restaurants' menus also include a wide
variety of seafood appetizers, salads, soups and side dishes. In order to
provide an alternative to seafood items, the Company's restaurants also offer
high quality beef, fowl, pastas, and
 
                                       4

<PAGE>
 
other American food entrees. The Company's restaurants also feature a unique
selection of desserts made fresh on a daily basis at each location. Many of
the Company's restaurants offer complimentary salad and garlic bread with each
entree, as well as certain lunch specials and lower priced children's entrees.
 
  The Company's restaurants emphasize a complete dining experience, and,
accordingly, full liquor service is available. Alcoholic beverages are
primarily served to complement meals, with sales of alcoholic beverages
accounting for between 15% and 16% of the Company's revenues in 1997. The
Company's restaurants generally serve both lunch and dinner. The average
dinner entree menu price for the Company's restaurants is between $11 and $13,
excluding menu entree items which are priced daily "at market," based on cost
and availability to the Company's restaurants. At certain of the Company's
restaurants there is a separate lunch menu with reduced prices on selected
entrees.
 
MANAGEMENT AND EMPLOYEES
 
  The Company's policy is to staff its restaurants with management that has
significant experience in the restaurant industry. The Company believes its
strong team-oriented culture helps it attract and retain highly motivated
employees who provide customers with a level of service superior to that
normally found in other restaurants. The Company trains its kitchen employees
and waitstaff to take great pride in preparing and serving food in accordance
with the strict standards established by the Company. Restaurant managers and
staff are trained to be courteous and attentive to customer needs, and the
managers, in particular, are instructed to visit each table. Senior corporate
management holds weekly group meetings with restaurant general managers to
discuss individual restaurant performance and customer comments. Moreover, the
Company requires general managers to hold regular staff meetings at their
individual restaurants. Compliance with the Company's quality requirements is
monitored through periodic on-site visits and formal periodic inspections by
the regional field manager and supervisory personnel from the Company's
corporate offices.
 
  The management staff of a typical Company restaurant consists of a five-
person management team (one general manager, two kitchen managers, and two
floor managers) with the general manager having overall responsibility for
restaurant operations. The general managers typically have been promoted after
training in all areas of restaurant level management within the Company. The
kitchen managers in each restaurant supervise kitchen operations, which allows
the general managers to spend most of their time in the dining area of the
restaurant supervising the staff and providing service to customers. Each
restaurant management team is eligible to receive monthly incentive bonuses
subject to achievement of operating performance objectives specifically
tailored for such restaurant for each monthly period. These employees
typically earn between 15% and 25% of their total cash compensation under this
program. In addition, restaurant managers are entitled to participate in the
Company's stock option plans.
 
  The Company has historically spent considerable effort in screening
prospective employees and training and developing employees, allowing it to
promote from within. The Company requires each employee to participate in a
formal training program that utilizes departmental training manuals,
examinations and a scheduled evaluation process. Newly hired waitstaff are
required to spend from 5 to 10 days in training before they serve customers.
The Company has historically utilized a program of extensive background checks
for prospective management employees such as criminal checks, credit checks,
and drug screening. Management believes that its policies have resulted in a
reduced rate of management-level employee turnover. Management training
encompasses three general areas including: (i) all service positions; (ii)
management accounting, personnel management, and dining room and bar
operations; and (iii) kitchen management, which entails food preparation and
quality controls, cost controls, training, ordering and receiving, and
sanitation operations. Due to the Company's enhanced training program,
management training customarily lasts approximately 8 to 12 weeks, depending
upon the trainee's prior experience and performance relative to the Company's
objectives. As the Company expands, it will need to hire additional management
personnel and its continued success will depend in large part on its ability
to attract, train, and retain quality management employees.
 
  As of January 1, 1998, there were approximately 30 individuals involved in
regional management functions. As the Company grows, it plans to increase the
number of regional managers, and to have each regional manager
 

                                       5

<PAGE>
 
responsible for a limited number of restaurants within those geographic
regions. The Company plans to promote experienced restaurant level management
personnel to serve as future regional managers as well as hire needed
personnel from outside the Company.
 
  As of December 31, 1997, the Company employed approximately 8,200 persons,
of whom approximately 640 were restaurant managers or manager-trainees,
approximately 260 were corporate and administrative employees, and the rest
were hourly employees. Each restaurant employs an average of approximately 70
to 100 people, depending on seasonal needs. The Company considers its
employees to be high quality and believes that its management level employee
turnover is within industry standards. None of the Company's employees are
covered by a collective bargaining agreement. The Company considers its
relationship with employees to be satisfactory.
 
CUSTOMER SATISFACTION
 
  The Company is committed to providing its customers prompt, friendly,
efficient service, keeping table-to-waitstaff ratios low and staffing each
restaurant with an experienced management team to ensure attentive customer
service and consistent food quality. Through the use of comment cards and a 1-
800 telephone number, senior management receives valuable feedback from
customers and through prompt responses demonstrates a continuing interest in
customer satisfaction. The Company emphasizes availability of the items on its
menu and, if an item is in short supply, restaurant level management is
expected to use its initiative to procure the item immediately.
 
PURCHASING
 
  The Company strives to obtain consistent quality items at competitive prices
from reliable sources. The Company continually researches and surveys various
products in an effort to obtain the highest quality products possible and to
be responsive to changing customer tastes. In order to maximize operating
efficiencies and to provide the freshest ingredients for its food products
while obtaining the lowest possible prices for the required quality, each
restaurant's management team determines the daily quantities of food items
needed and orders such quantities from major suppliers at prices often
negotiated directly with the Company's corporate office.
 
  The Company currently uses many distributors for obtaining its seafood
products in order to maintain the freshness and quality required by the
Company, all of which are available on short notice from qualified suppliers.
For non-seafood items, the Company generally uses one national distributor in
order to achieve certain cost efficiencies, but such items are available on
short notice from alternative qualified suppliers. The Company has not
experienced any significant delays in receiving its food and beverage
inventories, restaurant supplies or equipment.
 
ADVERTISING AND MARKETING
 
  The Company employs a marketing strategy that utilizes frequent, high
profile advertising in order to attract new customers and establish a high
level of name recognition. The Company relies primarily on word-of-mouth
publicity, billboards with distinctive graphics, travel and hospitality
magazines and print advertising. The Company uses multiple billboards on
highways leading to its restaurants to direct potential customers from the
highways to the restaurants, as well as to build name recognition within each
market. Additionally, many of the restaurants offer facilities for banquets,
meetings and private parties. The Company's advertising expenditures for 1997
were approximately 1.5% of revenues.
 
RESTAURANT REPORTING
 
  Financial controls are maintained through management of an accounting and
management information system that is implemented at the restaurant level.
Administrative and management staff prepare daily reports of cash, deposits,
sales, sales mix, labor, and customer counts. Physical inventories of food,
beverage and supply

                                       6

<PAGE>
 
items are taken weekly. Weekly and monthly costs of sales and profit and loss
statements are compiled by the Company's accounting department and provided to
the regional managers for analysis and comparison to the Company's budgets.
The Company closely monitors sales, costs of sales, labor and restaurant
trends. Weekly sales data is used by management to detect trends from location
to location and negative trends are immediately investigated and remedied
where possible. The Company purchases food carefully and, through tight
controls, keeps food and beverage waste and theft to a minimum. Management
believes that its current systems are adequate for its planned expansion
strategy.
 
RESTAURANT SECURITY
 
  The Company takes precautions to protect individual restaurant locations
against theft, robbery and other breaches of security through security
procedures and sophisticated alarm and surveillance systems. A component of
the Company's emphasis on restaurant security is the employment of a licensed
peace officer as Director of Security. The Director of Security, who reports
directly to the corporate office, supervises the installation and operation of
individual restaurant security systems and performs monthly security
inspections at each restaurant to monitor compliance with the Company's
policies relating to theft prevention, employee related security issues and
restaurant facility protection. As a result of the Company's program, it has
experienced no material security problem in its operations.
 
SERVICE MARKS
 
  Landry's Seafood House and Joe's Crab Shack are each registered as a federal
service mark on the Principal Register of the United States Patent and
Trademark Office. The Crab House is a registered design mark. In addition, the
Company has registered numerous other marks related to its business and
advertising.
 
COMPETITION
 
  The restaurant industry is intensely competitive with respect to price,
service, the type and quality of food offered, location and other factors. The
Company has many well established competitors, both seafood and non-seafood,
with substantially greater financial resources and a longer history of
operations than the Company. The Company competes with both locally-owned
seafood and non-seafood restaurants, as well as national and regional seafood
and non-seafood restaurant chains, some of which may be better established in
the Company's existing and future markets. In particular, Red Lobster, a
national seafood restaurant chain, operates approximately 700 seafood
restaurants nationwide, many of which operate in the Company's existing and
future markets. The Company also competes with other restaurant and retail
establishments for sites. Changes in customer tastes, economic conditions,
demographic trends and the location and number of, and type of food served by,
competing restaurants could adversely affect the Company's business as could
the unavailability of experienced management and hourly employees. Management
believes its restaurants enjoy a high level of repeat business and customer
loyalty due to high food quality, comfortable atmosphere, and friendly
efficient service.
 
INFORMATION AS TO CLASSES OF SIMILAR PRODUCTS OR SERVICES.

     The Company operates in only one industry segment.  All significant
revenues and pre-tax earnings relate to retail sales of food and beverages to
the general public through company-owned and company-operated restaurants.  The
Company has no operations outside the continental United States.

                                       7

<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized in the City of Houston, State of Texas, on the 9th
day of April, 1998.

                                 Landry's Seafood Restaurants, Inc.

                                 /s/ TILMAN J. FERTITTA
                                 ----------------------------------
                                 Tilman J. Fertitta
                                 Chairman of the Board/President
                                 and Chief Executive Officer

 
  Each person whose signature appears below constitutes and appoints Tilman J.
Fertitta, Steven L. Scheinthal and Paul S. West, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign on his behalf
individually and in each capacity stated below any amendment to this Annual
Report on Form 10-K and any amendment thereto and to file the same, with all
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1934, this report has
been signed by the following persons in the capacities and on the dates
indicated.

<TABLE> 
<CAPTION> 

        Signature                      Title                          Date
        ---------                      -----                          ----
<S>                             <C>                                 <C> 
                               Chairman, President and Chief       April 9, 1998
/s/ TILMAN J. FERTITTA         Executive Officer, Principal                           
----------------------------   Executive Officer and Director                         
Tilman J. Fertitta                                                                    
                                                                                      
                               Executive Vice President , Chief    April 9, 1998
/s/ E.A. JAKSA, JR.            Operating Officer and Director                         
----------------------------                                                          
E.A. Jaksa, Jr.                                                                       
                                                                                      
                               Vice President, Principal Financial April 9, 1998
/s/ PAUL S. WEST               Officer, Principal Accounting                          
----------------------------   Officer and Director                                   
Paul S. West                                                                          
                                                                                      
                               Vice President, Secretary, General  April 9, 1998
/s/ STEVEN L. SCHEINTHAL       Counsel and Director                                   
----------------------------                                                          
Steven L. Scheinthal                                                                  
                                                                                      
                                                                                      
/s/ JAMES E. MASUCCI           Director                            April 9, 1998 
----------------------------                                                          
James E. Masucci                                                                      
                                                                                      
/s/ JOE MAX TAYLOR             Director                            April 9, 1998
----------------------------
Joe Max Taylor

</TABLE> 
                                       8