<PAGE>   1
 
================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------
 
                                  FORM 10-K/A
                                AMENDMENT NO. 1
(MARK ONE)
 
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
 
                    FOR THE FISCAL YEAR ENDED MARCH 30, 1997
 
                                       OR
 
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
 
             FOR THE TRANSITION PERIOD FROM           TO
                         COMMISSION FILE NUMBER 0-23298
 
                               QLOGIC CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                   DELAWARE                                     33-0537669
(STATE OR OTHER JURISDICTION OF INCORPORATION      (I.R.S. EMPLOYER IDENTIFICATION NO.)
               OR ORGANIZATION)

3545 HARBOR BOULEVARD, COSTA MESA, CALIFORNIA                     92626
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)
</TABLE>
 
                                 (714) 438-2200
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
<TABLE>
<S>                                                             <C>
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:    NONE

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:    COMMON STOCK, PAR VALUE $0.10 PER SHARE
                                                                           (TITLE OF CLASS)
</TABLE>
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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 (Section 229.405 of this chapter) 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. [X]
 
     As of June 25, 1997, the aggregate market value of the voting stock held by
non-affiliates was $143,948,327.
 
     As of June 25, 1997, the registrant had 5,864,070 shares of common stock
outstanding.
================================================================================
<PAGE>   2
 
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     The following table sets forth certain information with respect to the
executive officers and directors of the Company.
 
<TABLE>
<CAPTION>
                    NAME                      AGE                        POSITION
--------------------------------------------  ---    ------------------------------------------------
<S>                                           <C>    <C>
Gary E. Liebl(1)............................  55     Chairman of the Board of Directors
H. K. Desai.................................  51     President, Chief Executive Officer and Director
Thomas R. Anderson..........................  53     Vice President and Chief Financial Officer
Mark K. Edwards.............................  38     Vice President -- Sales and Corporate Marketing
Lawrence F. Fortmuller, Jr. ................  48     Vice President and General Manager -- Corporate
                                                     Systems Group
Michael R. Manning..........................  43     Secretary and Treasurer
David Tovey.................................  52     Vice President and General Manager Peripheral
                                                     Products Group
James A. Bixby(1)...........................  50     Director
Carol L. Miltner(2).........................  54     Director
George D. Wells(2)..........................  61     Director
</TABLE>
 
---------------
 
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
 
     MR. LIEBL has been Chairman of the Board of Directors of the Company since
QLogic became a separate publicly held corporation in February 1994. Mr. Liebl
currently serves as a director of Smartflex Systems, Inc., a manufacturing
services provider of sophisticated electronic assemblies. Beginning in October
1985, Mr. Liebl held senior management positions, including Chairman of the
Board and Chief Executive Officer, at Cipher Data Products, Inc., a manufacturer
of tape and optical disk drives to the computer industry, until such corporation
was acquired by Archive Corporation in April 1990.
 
     MR. DESAI joined the Company in August 1995 as President and Chief
Technical Officer of QLogic and President of QLogic Foreign Sales Corporation.
He was subsequently promoted to President and Chief Executive Officer and became
a Director in January 1996. From May 1995 to August 1995, he was Vice President,
Engineering (Systems Products) at Western Digital Corporation, a manufacturer of
disk drives. From July 1990 until May 1995, he served as Director of
Engineering, and subsequently Vice President of Engineering at the Company. From
1980 until joining the Company in 1990, Mr. Desai was an Engineering Section
manager at Unisys Corporation, a computer system manufacturer.
 
     MR. ANDERSON joined the Company in July 1993 as Vice President and Chief
Financial Officer. Prior to joining the Company, Mr. Anderson was Executive Vice
President, Chief Operating Officer and Chief Financial Officer of HIARC, a
software startup company. From October 1990 to January 1993, he was corporate
Senior Vice President and Chief Financial Officer of Distributed Logic
Corporation, a manufacturer of tape and disk controllers and computer
subsystems. From June 1982 to April 1990, he held various positions with Cipher
Data Products, Inc., including corporate Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary. Before joining Cipher, Mr. Anderson
held various financial positions with Dataproducts Corporation, Rockwell
International and Arthur Andersen LLP.
 
     MR. EDWARDS joined the Company in October 1996 as Vice President -- Sales
and Corporate Marketing. Prior to joining the Company, Mr. Edwards served as
Vice President -- Sales and Marketing for the Storage Systems Division of Unisys
Corporation, from August 1994 to September 1996, and as Director -- European
Channels from August 1993 through August 1994. Prior to joining Unisys, Mr.
Edwards
 
                                        2
<PAGE>   3
 
served as Regional Sales Manager for Zitel Corporation from April 1991 through
August 1993. Prior to joining Zitel, Mr. Edwards held a sales and management
position with Digital Equipment Corporation.
 
     MR. FORTMULLER joined the Company in October 1996 as Vice President and
General Manager -- Computer Systems Group. Prior to joining the Company, Mr.
Fortmuller held various positions with AST Research, Inc., a manufacturer of
microprocessor-based systems, for nine years, including Vice President --
Americas Marketing from September 1995 to October 1996; Vice President and
General Manager -- Server Business Unit from August 1994 through September 1995;
Director of Product Marketing from 1990 through August 1994; and various product
marketing positions. Prior to joining AST Research, Inc., Mr. Fortmuller held
various product marketing positions with Data Card Corporation, MSI Data
Corporation and Litton Industries, Inc.
 
     MR. MANNING joined the Company in June 1993 as Treasurer and Secretary.
Previously, Mr. Manning held various positions at Emulex, including Senior
Director and Treasurer from April 1991 with the additional role of Secretary in
1992. Mr. Manning joined Emulex in July 1983 as Tax Director. Prior to joining
Emulex, Mr. Manning was a Tax Manager at KPMG Peat Marwick LLP, independent
certified public accountants.
 
     MR. TOVEY has served as Vice President and General Manager -- Peripheral
Products Group since October 1996. From April 1994 to October 1996, Mr. Tovey
served as Vice President -- Marketing of the Company. From March 1985 to April
1994, he held various positions in the Disk Products Division of Toshiba America
Information Systems, a computer system and disk drive manufacturer, including
Director of Technology Planning and Vice President -- HDD Marketing. Prior to
1985, Mr. Tovey held various marketing and sales management positions with
Unisys Corporation and engineering positions with Ferranti, Ltd. in the U.K.
 
     MR. BIXBY became a director of the Company in February 1994. He is Vice
President -- Business Development of Rockwell Semiconductor Systems, a producer
of high-performance, mixed-signal integrated circuits. Since 1996, Mr. Bixby has
been an officer of Rockwell Semiconductor. Previously, Mr. Bixby served as an
officer of Brooktree Corporation, most recently as Chairman, President and Chief
Executive Officer, from 1983 until its acquisition by Rockwell Semiconductor in
1996. Before joining Brooktree, Mr. Bixby was Director of Engineering at Spin
Physics, a division of Eastman Kodak Company.
 
     MS. MILTNER became a director of the Company in February 1994. She is
President of Miltner & Associates, a management consultant and seminar firm. Ms.
Miltner also serves as a director of Multiple Zones International. From December
1993 until March 1995, she served as Executive Vice President of Sales and
Marketing of AmeriQuest Technologies, Inc., a subassembler of storage products
and distributor of microcomputer products. From July 1991 to December 1993 she
was President of Motivation by Miltner. From April 1989 to July 1991, she was
Senior Vice President -- Sales of Merisel, a distributor of microcomputer
products. For the previous four years, she was Senior Vice President Sales of
Ingram Micro, Inc. a distributor of computer products.
 
     MR. WELLS became a director of the Company in February 1994. He also
currently serves as a member of the Boards of Directors of Exar Corporation, a
manufacturer of analog and mixed-signal integrated circuits, and Align Rite
Corporation, a manufacturer of photomasks. He was President and Chief Executive
Officer of Exar Corporation, from June 1992 until October 1996. Before joining
Exar, he served as President and Chief Operating Officer of LSI Logic, a
manufacturer of HCMOS and BiCMOS application specific integrated circuits, for
seven years.
 
                                        3
<PAGE>   4
 
ITEM 11. EXECUTIVE COMPENSATION
 
     The following table sets forth compensation received for the three fiscal
years ended March 30, 1997 by the Company's Chief Executive Officer and each
other executive officer of the Company whose aggregate cash compensation for
1997 for services rendered to the Company in all capacities exceeded $100,000
(the "Named Officers").
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                             ANNUAL COMPENSATION
                                      ---------------------------------        LONG-TERM COMPENSATION
                                                                OTHER     ---------------------------------
          NAME AND                                              ANNUAL    STOCK OPTION       ALL OTHER
     PRINCIPAL POSITION        YEAR   SALARY($)     BONUS($)   COMP.(1)    GRANTS(2)     COMPENSATION($)(3)
-----------------------------  ----   ---------     --------   --------   ------------   ------------------
<S>                            <C>    <C>           <C>        <C>        <C>            <C>
H. K. Desai                    1997    242,505      140,000       -0-      10,000 shs.          7,462
  President and CEO(4)         1996    167,009       82,500       -0-     120,000 shs.          5,686
                               1995    139,534       41,500       -0-      15,000 shs.          3,160
Thomas R. Anderson             1997    151,418       57,000       -0-       5,000 shs.          5,044
  V.P. and Chief Financial     1996    147,424       35,000       -0-       6,250 shs.          4,801
  Officer                      1995    144,544       31,500       -0-      10,000 shs.          4,625
Mark K. Edwards                1997     70,709       35,000       -0-      40,000 shs.            273
  V.P. -- Sales and Corporate
  Marketing(5)
Michael R. Manning             1997    134,839       35,000       -0-       5,000 shs.          4,363
  Treasurer and Secretary      1996    123,221       23,000       -0-       6,500 shs.          4,028
                               1995    129,664       19,000       -0-       7,000 shs.          4,233
David Tovey                    1997    150,767       55,000       -0-      15,000 shs.          4,394
  V.P. and General Manager --  1996    144,777       35,000       -0-       5,000 shs.          3,254
  Peripheral Products Group    1995    139,534       41,500       -0-      25,000 shs.          3,160
</TABLE>
 
---------------
 
(1) Perquisites and other personal benefits did not in the aggregate equal or
    exceed the lesser of $50,000 for any named individual or 10% of the total of
    annual salary and bonus reported in this table for such person.
 
(2) The amounts in the table represent shares of the Company's common stock
    covered by stock options granted to the named individual under the QLogic
    Corporation Stock Awards Plan.
 
(3) This column includes the Company's matching contributions to the QLogic
    Corporation Retirement Savings Plan and group term life insurance premiums
    paid with respect to the named executive.
 
(4) Mr. Desai served as the Company's Vice President of Engineering from
    February 1994, when the Company became a separate publicly held corporation,
    until his resignation on May 1, 1995. He was rehired on August 4, 1995 as
    President and Chief Technical Officer. Mr. Desai was subsequently appointed
    as the Company's President and Chief Executive Officer effective January 25,
    1996.
 
(5) Mr. Edwards joined the Company as Vice President -- Sales and Corporate
    Marketing on October 1, 1996 at an annual base salary of $145,000.
 
                                        4
<PAGE>   5
 
                                 OPTION MATTERS
 
     Option Grants. The following table sets forth information on grants of
stock options pursuant to the QLogic Corporation Stock Awards Plan during the
fiscal year ended March 30, 1997, to the Named Officers:
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                                                              POTENTIAL
                                                                                              REALIZABLE
                                                 INDIVIDUAL GRANTS                         VALUE AT ASSUMED
                               -----------------------------------------------------       ANNUAL RATES OF
                               NUMBER OF                                                     STOCK PRICE
                               SECURITIES     % OF TOTAL                                   APPRECIATION FOR
                               UNDERLYING       OPTIONS                                        OPTIONS
                                OPTIONS       GRANTED TO      EXERCISE                       TERM ($)(4)
                                GRANTED      EMPLOYEES IN       PRICE     EXPIRATION     --------------------
            NAME                  (1)       FISCAL YEAR (2)   ($/SHARE)    DATE (3)        5%          10%
-----------------------------  ----------   ---------------   ---------   ----------     -------    ---------
<S>                            <C>          <C>               <C>         <C>            <C>        <C>
H. K. Desai..................    10,000           3.23           9.875        7/1/06     160,853      256,132
Thomas R. Anderson...........     5,000           1.62           9.875        7/1/06      80,427      128,066
Mark K. Edwards..............    40,000          12.93          12.875       9/30/06     838,881    1,335,777
Michael R. Manning...........     5,000           1.62           9.875        7/1/06      80,427      128,066
                                 10,000           3.23          16.375      10/25/06     266,732      424,725
David Tovey..................
                                  5,000           1.62           9.875        7/1/06      80,427      128,066
</TABLE>
 
---------------
 
(1) The amounts in the table represent shares of the Company's common stock
    covered by stock options granted to the named individual under the QLogic
    Corporation Stock Awards Plan. Each option becomes exercisable on a
    cumulative basis as to 25% of the option shares one year after the date of
    grant and as to an additional 6.25% of the option shares each three month
    interval thereafter.
 
(2) Options to purchase an aggregate of 309,410 shares of common stock were
    granted to employees, including the Named Officers, during the fiscal year
    ended March 30, 1997.
 
(3) Options granted have a term of 10 years, subject to earlier termination in
    certain events related to termination of employment.
 
(4) These columns present hypothetical future values of the stock obtainable
    upon exercise of the option net of the option's exercise price, assuming
    that the market price of the Company's common stock appreciates at a 5% and
    10% compound annual rate over the ten year term of the options. The 5% and
    10% rates of stock price appreciation are presented as examples pursuant to
    the rules and regulations of the Securities and Exchange Commission ("SEC")
    and do not necessarily reflect management's estimate or projection of the
    Company's future stock price performance. The potential realizable values
    presented are not intended to indicate the value of the options.
 
                                        5
<PAGE>   6
 
     Option Exercises. The following table sets forth information concerning
stock options which were exercised during, or held at the end of, fiscal 1997 by
the Named Officers:
 
              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR-END OPTION VALUES
 
<TABLE>
<CAPTION>
                                                             NUMBER OF SECURITIES
                                                                  UNDERLYING               VALUE OF UNEXERCISED
                               SHARES                         UNEXERCISED OPTIONS          IN-THE-MONEY OPTIONS
                              ACQUIRED                       AT FISCAL YEAR END(#)       AT FISCAL YEAR END($)(1)
                                 ON          VALUE        ---------------------------   ---------------------------
            NAME              EXERCISE   REALIZED($)(1)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----------------------------  --------   --------------   -----------   -------------   -----------   -------------
<S>                           <C>        <C>              <C>           <C>             <C>           <C>
H. K. Desai.................       --             --         43,126         86,874         675,954       1,802,636
Thomas R. Anderson..........       --             --         26,485         14,765         371,035         306,374
Mark K. Edwards.............       --             --             --         40,000              --         830,000
Michael R. Manning..........    2,750         40,500         18,218         11,282         218,076         234,102
David Tovey.................       --             --         18,749         26,251         293,930         544,708
</TABLE>
 
---------------
(1) Market value of underlying securities at exercise date or year end, as the
    case may be, minus the exercise or base price of "in-the-money" options. The
    closing sale price for the Company's common stock as of March 30, 1997 on
    the Nasdaq National Market was $20.75.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     The current Compensation Committee of the Company consists of Mr. Wells and
Ms. Miltner, neither of whom is now, or was at any time during the last
completed fiscal year of the Company, an officer or employee of the Company.
During fiscal year 1997, no executive officer of the Company served as a member
of the Compensation Committee (or its equivalent) or as a director of any entity
whose executive officers served on either the Compensation Committee or the
Board of Directors of the Company.
 
DIRECTOR'S COMPENSATION
 
     Directors' Fees. For service on the Board of Directors, directors who are
not employees of the Company receive a quarterly retainer of $4,000 plus $1,000
for each meeting of the Board of Directors in excess of five per year, and
reimbursement for travel expenses. The Chairman of the Board of Directors
receives an additional fee of $1,000 per quarter. In addition, the chairmen of
the audit and compensation committees receive an additional quarterly retainer
of $500. Directors who are employees of the Company receive no additional
compensation for serving on the Board of Directors. Directors are entitled to
reimbursement for out-of-pocket expenses in connection with attendance at board
and committee meetings.
 
     Stock Options. On January 12, 1994, the Board of Directors of the Company
adopted the QLogic Corporation NonEmployee Director Stock Option Plan (the
"Director Plan") under which shares of common stock of the Company may be issued
pursuant to exercise of stock options granted under the plan to directors who
are not employees of the Company or any of its subsidiaries. The Director Plan
was approved by Emulex prior to the Distribution. In June 1996, the Board
adopted, and in August 1996 the stockholders approved, amendments to the
Director Plan to (i) extend the termination date of the plan by five years to
December 31, 2001, (ii) increase the number of shares of common stock subject to
the Plan by 75,000, (iii) provide for initial grants to new directors of options
to purchase 8,000 shares of common stock and (iv) provide for annual grants to
each non-employee director (other than the Chairman of the Board) of options to
purchase 3,000 shares of common stock, and annual grants to the Chairman of the
Board of options to purchase 5,000 shares of common stock. As so amended, a
total of 200,000 shares of common stock have been reserved for issuance under
the Director Plan. Prior to such amendment, each non-employee director of the
Company had received an automatic grant of an option to purchase 12,500 shares
of Company common stock upon the date on which such director first became an
eligible director.
 
     Under the terms of the Director Plan, as amended, new directors receive an
option grant at fair market value to purchase 8,000 shares of common stock upon
election to the Board, non-employee directors (other than the Chairman of the
Board) receive annual grants of options to purchase 3,000 shares of common
stock,
 
                                        6
<PAGE>   7
 
and the Chairman of the Board receives annual grants of options to purchase
5,000 shares of common stock. As of June 25, 1997, 45,834 shares of common stock
had been issued upon exercise of stock options granted under the Director Plan,
options for a total of 55,666 shares were outstanding and the remaining 98,500
shares were available for grant. All stock options granted under the Director
Plan have 10-year terms and vest immediately upon grant.
 
     Other Compensation. Gary E. Liebl was paid a total of $87,425 for
consulting services rendered to the Company at the request of the Board of
Directors in fiscal year 1997.
 
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
 
     Based on its review of copies of reporting forms and certifications of the
Company's directors and executive officers, the Company believes that all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its directors and executive officers in the year ended March 30,
1997 were satisfied.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The following table sets forth as of June 25, 1997, information regarding
beneficial ownership of the Company's common stock by each director and each
executive officer and by all directors and executive officers of the Company as
a group. As of June 25, 1997, there were no persons known by the Company to own
beneficially more than 5% of the Company's common stock.
 
<TABLE>
<CAPTION>
                                                                            SHARES BENEFICIALLY
                                                                                 OWNED(1)
                                                                            -------------------
                                                                            NUMBER      PERCENT
                                                                            -------     -------
<S>                                                                         <C>         <C>
Gary E. Liebl(2)..........................................................   15,500         *
H. K. Desai(3)............................................................   67,938       1.1%
Thomas R. Anderson(4).....................................................   35,516         *
Mark K. Edwards...........................................................       --         *
Lawrence F. Fortmuller, Jr................................................    1,500         *
Michael R. Manning(5).....................................................   37,569         *
David Tovey(6)............................................................   32,049         *
James A. Bixby(7).........................................................   12,500         *
Carol L. Miltner(8).......................................................    5,491         *
George D. Wells...........................................................    5,500         *
All Directors and Executive Officers as a group (10 Persons)..............  213,563       3.5%
</TABLE>
 
---------------
 
 * Less than 1% of the outstanding shares of common stock.
 
(1) Based upon 5,864,070 shares of common stock outstanding, and does not give
    effect to the possible issuance of an additional 2,300,000 shares of common
    stock pursuant to an underwritten public offering for which the Company has
    filed with the SEC a Registration Statement on Form S-3; as of July 28,
    1997, such Registration Statement had not been declared effective by the SEC
    and the 2,300,000 shares had not been issued. Each named person and all
    directors and executive officers as a group are deemed to be the beneficial
    owners of shares of common stock that may be acquired within 60 days upon
    exercise of stock options. Accordingly, the number of shares and percentages
    set forth next to the name of such person and all directors and executive
    officers as a group include the shares of common stock issuable upon stock
    options exercisable within 60 days. However, the shares of common stock so
    issuable upon such exercise by any such person are not included in
    calculating the percentage of common stock beneficially owned by any other
    stockholder.
 
(2) Includes 12,500 shares which may be purchased pursuant to stock options
    which are currently, or within the next 60 days, will be, exercisable.
 
                                        7
<PAGE>   8
 
(3) Includes 60,938 shares which may be purchased pursuant to stock options
    which are currently, or within the next 60 days, will be, exercisable.
 
(4) Includes 31,016 shares which may be purchased pursuant to stock options
    which are currently, or within the next 60 days, will be, exercisable.
 
(5) Includes 3,400 shares held for the benefit of Mr. Manning's minor children.
    Also includes 20,718 shares which may be purchased pursuant to stock options
    which are currently, or within the next 60 days, will be, exercisable.
 
(6) Includes 23,749 shares which may be purchased pursuant to stock options
    which are currently, or within the next 60 days, will be, exercisable.
 
(7) Consists entirely of shares which may be purchased pursuant to stock options
    which are currently, or within the next 60 days will be, exercisable.
 
(8) Includes 4,166 shares which may be purchased pursuant to stock options which
    are currently, or within the next 60 days, will be, exercisable.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     None.
 
                                        8
<PAGE>   9
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to Form 10-K
on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 28th day of July, 1997.
 
                                          QLOGIC CORPORATION
 
                                          By:        /s/ H. K. DESAI
                                            ------------------------------------
                                                        H. K. Desai
                                               President and Chief Executive
                                                           Officer
 
                               POWER OF ATTORNEY
 
     We, the undersigned directors and officers of QLogic Corporation, do hereby
constitute and appoint H. K. Desai and Thomas R. Anderson, or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Exchange Act
of 1934, and any rules, regulations, and requirements of the Securities and
Exchange Commission, in connection with this Amendment, including specifically,
but without limitation, power and authority to sign any and all further
amendments to the Report on Form 10-K and any and all amendments hereto; and we
do hereby ratify and confirm all that the said attorneys and agents, or either
of them, shall do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment on Form 10-K/A has been signed below by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
               SIGNATURE                              TITLE                       DATE
----------------------------------------  ------------------------------  ---------------------
<C>                                       <S>                             <C>
 
                                          Director and Chairman of the        July 28, 1997
----------------------------------------  Board of Directors
             Gary E. Liebl

            /s/ H. K. DESAI               President and Chief Executive       July 28, 1997
----------------------------------------  Officer (Principal Executive
              H. K. Desai                 Officer)
 
         /s/ THOMAS R. ANDERSON           Vice President and Chief            July 28, 1997
----------------------------------------  Financial Officer
           Thomas R. Anderson             (Principal Accounting Officer)
 
           /s/ JAMES A. BIXBY             Director                            July 28, 1997
----------------------------------------
             James A. Bixby
 
          /s/ CAROL L. MILTNER            Director                            July 28, 1997
----------------------------------------
            Carol L. Miltner
 
          /s/ GEORGE D. WELLS             Director                            July 28, 1997
----------------------------------------
            George D. Wells
</TABLE>
 
                                        9