As filed with the Securities and Exchange Commission on October 8, 1998

                                                   Registration No. ____________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         -------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                       Tanknology-NDE International, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                         95-3634420
(State or Other Jurisdiction of                           (I.R.S. Employer
        Incorporation or                                 Identification No.)
         Organization)


                        8900 Shoal Creek Blvd., Bldg. 200
                                  Austin, Texas
                    (Address of Principal Executive offices)
                                      78757
                                   (Zip Code)

--------------------------------------------------------------------------------


        Tanknology-NDE International, Inc. 1989 Long-Term Incentive Plan
                                       and
             Tanknology-NDE International, Inc. 1995 Incentive Plan
                          for Non-Management Employees
                           (Full titles of the plans)


--------------------------------------------------------------------------------


                                David G. Osowski
                     c/o Tanknology-NDE International, Inc.
                             8900 Shoal Creek Blvd.
                                  Building 200
                                Austin, TX 78757
                     (Name and Address of Agent for Service)

                                  512-451-6334
                     Telephone Number, Including Area Code,
                              of Agent for Service


                                    copy to:
                                James Grace, Jr.
                              Baker & Botts L.L.P.
                                 One Shell Plaza
                                  910 Louisiana
                             Houston, TX 77002-4995


                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                                                 Proposed
           Title of                   Amount          Proposed Maximum            Maximum             Amount of
       Securities to be               to be          Offering Price Per          Aggregate          Registration
          Registered                Registered            Share(1)            Offering Price (1)         Fee
<S>                              <C>               <C>                      <C>
------------------------------   ---------------   ----------------------   --------------------   ---------------
Common Stock (par value
   $0.0001 per share).........         6,250,000   $        0.875           $      5,468,750       $   1,613.28
==============================   ===============   ======================   ====================   ===============
</TABLE>
[FN]
(1)  Estimated in accordance  with Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee and based upon the average of the high and
     low sales price reported on the OTC Bulletin Board on October 7, 1998.
--------------------------------------------------------------------------------
</FN>



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note: The document(s)  containing information concerning the Company's 1989
Long-Term  Incentive  Plan (the  "1989  Plan") and the 1995  Incentive  Plan for
Non-Management  Employees  (the "1995 Plan")  required by Item 1 of Form S-8 and
the  statement  of  availability   of  registrant   information  and  any  other
information required by Item 2 of Form S-8 will be sent or given to participants
as  specified  by Rule 428 under the  Securities  Act of 1933,  as amended  (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such  documents are not being filed with the  Securities  and Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as  prospectuses  or  prospectus  supplements  pursuant  to Rule 424  under  the
Securities  Act.  The  registrant  shall  maintain a file of such  documents  in
accordance with the provisions of Rule 428. Upon request,  the registrant  shall
furnish to the  Commission or its staff a copy or copies of all of the documents
included in such file.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

     This Registration  Statement incorporates herein by reference the following
documents  which have been filed with the Commission  pursuant to the Securities
Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by
the Company:

     1.   The Company's Annual Report on Form 10-KSB for the year ended December
          31, 1997;

     2.   The  Company's  Quarterly  Report on Form 10-QSB for the quarter ended
          March 31, 1998;

     3.   The  Company's  Quarterly  Report on Form 10-QSB for the quarter ended
          June 30, 1998;

     4.   The  description of the Company's  common stock,  par value $.0001 per
          share  ("Common  Stock"),  contained  in  the  Company's  Registration
          Statement  on Form 8-A, as  originally  filed with the  Commission  on
          October 11, 1989 and as thereafter amended;

     5.   The  description of the Company's 1989 Plan contained in the Company's
          Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Exchange
          Act, as originally filed with the Commission on July 24, 1997; and

     6. The Company's Current Report on Form 8-K filed on January 13, 1998.

     Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement  contained in this  Registration  Statement,  in an amendment
hereto or in a document  incorporated by reference  herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained  herein or in any  subsequently  filed supplement to
this  Registration  Statement or in any document  that also is  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                      II-2


<PAGE>



Item 4.  Description of Securities

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6.  Indemnification of Directors and Officers

Delaware General Corporation Law

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL")  provides  that a  corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against 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 good faith and in a manner such person reasonably  believed
to be in or not  opposed to the best  interests  of the  corporation  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
such  person's  conduct was unlawful.  The  termination  of any action,  suit or
proceeding by judgment,  order,  settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner  which such  person  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe that such person's conduct was unlawful.

     Section  145(b) of the DGCL states that a  corporation  may  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is serving at the request of the corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the Court of Chancery or such other
court shall deem proper.

     Section  145(c) of the DGCL  provides  that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter therein,  such person shall be indemnified  against  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.

     Section  145(d)  of  the  DGCL  states  that  any   indemnification   under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation  only as authorized in the specific case upon a determination
that  indemnification  of the present or former director,  officer,  employee or
agent is proper in the circumstances  because such person has met the applicable
standard of conduct set forth in  subsections  (a) and (b).  Such  determination
shall be made, with respect to a person who is a director or officer at the time
of such  determination,  (1) by the board of directors by a majority vote of the
directors who were not parties to such action,  suit or proceeding,  even though
less  than a  quorum  or (2) by a  committee  of such  directors  designated  by
majority vote of such directors, even though less than a quorum or (3) if such a

                                      II-3


<PAGE>



quorum is not  obtainable  or,  even if  obtainable,  a quorum of  disinterested
directors so directs,  by independent  legal counsel in a written opinion or (4)
by the stockholders.

     Section  145(e) of the DGCL provides that  expenses  (including  attorneys'
fees)  incurred  by an officer or  director in  defending  any civil,  criminal,
administrative  or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it ultimately is determined  that such person is
not entitled to be indemnified by the  corporation as authorized in Section 145.
Such  expenses  (including  attorneys'  fees)  incurred by former  directors and
officers  or other  employees  and  agents  may be so paid upon  such  terms and
conditions, if any, as the corporation deems appropriate.

     Section 145(f) of the DGCL states that the  indemnification and advancement
of  expenses  provided  by, or granted  pursuant  to, the other  subsections  of
Section  145 shall not be deemed  exclusive  of any other  rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
bylaw, agreement,  vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to  purchase  and  maintain  insurance  on behalf of any  person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against any liability  asserted  against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the  corporation  would have the power to indemnify such person against such
liability under the provisions of Section 145.

     Section 145(j) of the DGCL states that the  indemnification and advancement
of expenses  provided  by, or granted  pursuant  to,  Section 145 shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

     Restated Certificate of Incorporation

     The Restated  Certificate of  Incorporation  of the Company provides that a
director of the  Company  shall not be  personally  liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its  stockholders,  (ii) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the DGCL or (iv) for any  transaction  from  which the  director
derived an improper  personal  benefit.  If the DGCL is amended to authorize the
further  elimination  or  limitation  of the  liability of  directors,  then the
liability  of a director  of the  Company,  in  addition  to the  limitation  on
personal  liability  described  above,  shall be limited to the  fullest  extent
permitted  by the amended  DGCL.  Further,  any repeal or  modification  of such
provision of the Restated  Certificate of  Incorporation  by the stockholders of
the  Company  shall be  prospective  only,  and shall not  adversely  affect any
limitation  on the personal  liability of a director of the Company  existing at
the time of such repeal or modification.

     Bylaws

     The Bylaws of the  Company  provide  that each  person who was or is made a
party or is threatened to be made a party to or is involved in any action,  suit
or proceeding,  whether civil,  criminal,  administrative or  investigative,  by
reason  of the fact  that he or she,  or a person of whom he or she is the legal
representative,  is or was or has agreed to become a director  or officer of the
Company  or is or was  serving  or has  agreed  to serve at the  request  of the
Company as a director, officer, employee or agent of another corporation or of a
partnership,  joint venture,  trust or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  proceeding  is
alleged action in an official  capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the DGCL,  as the same exists or may  thereafter be amended (but, in the case
of any such  amendment,  only to the  extent  that such  amendment  permits  the
Company to provide  broader  indemnification  rights than said law permitted the
Company to provide prior to such amendment) against all expense, liability and


                                      II-4


<PAGE>



loss (including,  without limitation,  attorneys' fees, judgments,  fines, ERISA
excise  taxes  or  penalties  and  amounts  paid or to be  paid  in  settlement)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue  as to a person  who has ceased to serve in the
capacity which initially entitled such person to indemnity thereunder, and shall
inure  to  the  benefit  of  his or her  heirs,  executors  and  administrators;
provided,  however,  that the Company shall  indemnify  any such person  seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding  (or part  thereof) was  authorized  by the
board of directors of the Company.  The Bylaws further provide that the right to
indemnification  conferred  thereby shall be a contract  right and shall include
the right to be paid by the Company the expenses  incurred in defending any such
proceeding in advance of its final disposition;  provided, however, that, if the
DGCL  requires,  the payment of such expenses  incurred by a current,  former or
proposed  director or officer in his or her capacity as a director or officer or
proposed director or officer (and not in any other capacity in which service was
or is or has been  agreed to be  rendered  by such  person  while a director  or
officer, including, without limitation,  service to an employee benefit plan) in
advance  of the  final  disposition  of a  proceeding,  shall be made  only upon
delivery to the Company of an undertaking,  by or on behalf of such  indemnified
person,  to repay all amounts so advanced if it shall  ultimately  be determined
that such indemnified  person is not entitled to be indemnified under the Bylaws
or otherwise. In addition, the Bylaws provide that the Company may, by action of
its board of directors,  provide  indemnification to employees and agents of the
Company,  individually  or as a group,  with the same  scope  and  effect as the
indemnification  to employees  and agents of the Company,  individually  or as a
group,  with the same scope and effect as the  indemnification  of directors and
officers provided for in the Bylaws.

     The Bylaws include related  provisions meant to facilitate the indemnitee's
receipt of such  benefits.  These  provisions  cover,  among other  things:  (i)
specification of the method of determining  entitlement to  indemnification  and
the  selection  of  independent  counsel  that  will in  some  cases  make  such
determination;  (ii)  specification  of certain  time  periods by which  certain
payments or determinations must be made and actions must be taken; and (iii) the
establishment of certain presumptions in favor of an indemnitee. The benefits of
certain of these  provisions  are available to an  indemnitee  only if there has
been a change in control (as defined therein).

Stock Plans

     In  addition,  Section 5 of each of the  Company's  1989 Plan and 1995 Plan
provides that certain directors and officers administering the Stock Plans shall
not  be  liable  for  anything  done  or  omitted  to be  done  by him or her in
connection with the performance of duties under the Stock Plans,  except for his
or her own willful misconduct or as expressly provided by statute.

Insurance

     The  Company has  obtained a policy of  liability  insurance  to insure its
directors and officers  against losses  resulting from certain acts committed by
them in their capacities as directors and officers of the Company.

Indemnification Agreements

     The Company has entered into an agreement  with each of its  directors  and
executive officers pursuant to which the Company has agreed to indemnify, to the
fullest extent of applicable law, such persons against all losses,  liabilities,
claims,  damages  and  expenses  (as defined  therein)  arising out of any event
related  to the fact that the  person is or was a  director  or  officer  of the
Company.

     The  above   discussion   of  the   Company's   Restated   Certificate   of
Incorporation,  Bylaws, Plans, indemnification agreements and Section 145 of the
DGCL is intended to be only a summary and is  qualified  in its  entirety by the
full text of each of the foregoing.

Item 7.  Exemption from Registration Claimed

     Not Applicable.


                                      II-5

<PAGE>



Item 8.  Exhibits

     The following documents are filed as a part of this registration  statement
or incorporated by reference herein:

    Exhibit
      No.      Description
------------   -----------------------------------------------------------------
     *4.1      Amended and Restated Certificate of Incorporation of the Company,
               as amended  May 22, 1996  (incorporated  herein by  reference  to
               Exhibit 3.01 of Form 10-KSB/A for the fiscal year ended  December
               31, 1996).

     *4.2      Bylaws of the  Company as adopted  November  29, 1988 and amended
               July 10, 1990  (incorporated  herein by reference to Exhibit 3.06
               of Form 10-KSB for the fiscal year ended December 31, 1991).

     *4.3      1989 Plan (incorporated  herein by reference to Appendix A to the
               Company's  Schedule 14A Proxy Statement Pursuant to Section 14(a)
               of the Securities Exchange Act of 1934).

     4.4       1995 Plan.

     4.5       Form of 1989 Plan Agreements.

     4.6       Form of 1995 Plan Agreements.

     5         Opinion of Baker & Botts, L.L.P.

     23.1      Consent of Baker & Botts, L.L.P. (contained in Exhibit 5).

     23.2      Consent of Ernst & Young, L.L.P.

     24        Powers  of  Attorney  (included  on the  signature  page  of this
               Registration Statement).

--------------------------
     *Incorporated herein by reference as indicated.


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:

               (i)  To include any prospectus  required by  Section 10(a)(3)  of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule  424(b)  of the  Securities  Act of 1933 if,  in the
                    aggregate, the changes in volume and price represent no more
                    than a 20% change in the maximum  aggregate  offering  price
                    set forth in the "Calculation of Registration  Fee" table in
                    the effective registration statement;


                                      II-6

<PAGE>



               (iii)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;

provided,  however,  that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii)  above do not apply if the  information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  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 this  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  Commission  such  indemnification  is  against  public
          policy  as  expressed  in  the  Securities  Act  and  is,   therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director,  officer, or controlling person of the
          registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by the final adjudication of such issue.

                                      II-7


<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 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 Houston,  State of Texas, on the 8th day of October,
1998.
                                              Tanknology-NDE International, Inc.



                                              By:      /s/ JAY ALLEN CHAFFEE
                                                  ------------------------------
                                                  Jay Allen Chaffee
                                                  Chairman of the Board


                                POWER OF ATTORNEY

     Each person whose  signature  appears below appoints Jay Allen Chaffee,  A.
Daniel  Sharplin,  and David G. Osowski,  and each of them, each of whom may act
without the joinder of the other, as his true and lawful  attorneys-in- fact and
agents, with full power of substitution and  resubstitution,  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 all other documents in connection
therewith, with the Commission,  granting unto said attorneys-in-fact and agents
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and necessary to be done, as fully and for all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents or any 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  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 8th day of October, 1998.


           Signature                              Title
------------------------------   -----------------------------------------------

    /s/ JAY ALLEN CHAFFEE
------------------------------   Chairman of the Board and Director
       Jay Allen Chaffee


    /s/ A. DANIEL SHARPLIN
------------------------------   President, Chief Executive Officer and Director
      A. Daniel Sharplin


    /s/ DAVID G. OSOWSKI
------------------------------   Vice President and Chief Financial Officer
       David G. Osowski          (Principal Accounting Officer)


 /s/ CHARLES C. MCGETTIGAN
------------------------------   Director
     Charles C. McGettigan


   /s/ MICHAEL S. TAYLOR
------------------------------   Director
       Michael S. Taylor


   /s/ MYRON A. WICK, III
------------------------------   Director
       Myron A. Wick, III


       /s/ KEL LANDERS
------------------------------   Director
      Lawrence K. Landers


                                      II-8

<PAGE>



                                  EXHIBIT INDEX


    Exhibit
      No.      Description
------------   -----------------------------------------------------------------
     *4.1      Amended and Restated Certificate of Incorporation of the Company,
               as amended  May 22, 1996  (incorporated  herein by  reference  to
               Exhibit 3.01 of Form 10-KSB/A for the fiscal year ended  December
               31, 1996).

     *4.2      Bylaws of the  Company as adopted  November  29, 1988 and amended
               July 10, 1990  (incorporated  herein by reference to Exhibit 3.06
               of Form 10-KSB for the fiscal year ended December 31, 1991).

     *4.3      1989 Plan (incorporated  herein by reference to Appendix A to the
               Company's  Schedule 14A Proxy Statement Pursuant to Section 14(a)
               of the Securities Exchange Act of 1934).

     4.4       1995 Plan.

     4.5       Form of 1989 Plan Agreements.

     4.6       Form of 1995 Plan Agreements.

     5         Opinion of Baker & Botts, L.L.P.

     23.1      Consent of Baker & Botts, L.L.P. (contained in Exhibit 5).

     23.2      Consent of Ernst & Young, L.L.P.

     24        Powers  of  Attorney  (included  on the  signature  page  of this
               Registration Statement).

--------------------------
     *Incorporated herein by reference as indicated.




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