<PAGE>   1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
                            ------------------------

                                AMENDMENT NO. 1

<TABLE>
<C>               <S>
   (MARK ONE)
      [X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
                                               OR
      [  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM ____________ TO ____________
</TABLE>

                         COMMISSION FILE NUMBER 1-12374

                                  ALUMAX INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      13-2762395
           (STATE OF INCORPORATION)                           (I.R.S. EMPLOYER
                                                           IDENTIFICATION NUMBER)
</TABLE>

                     3424 PEACHTREE ROAD, N.E., SUITE 2100
                             ATLANTA, GEORGIA 30326
                         (PRINCIPAL EXECUTIVE OFFICES)

                        TELEPHONE NUMBER: (404) 846-4600
                            ------------------------

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

<TABLE>
<S>                                                       <C>
                                                                            NAME OF EACH EXCHANGE
                  TITLE OF EACH CLASS:                                      ON WHICH REGISTERED:
         Common Stock, $0.01 par value per share                           New York Stock Exchange
                (including Stock Purchase
                Rights relating thereto)
</TABLE>

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

     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
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 at least 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 the 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 February 28, 1998, 53,455,062 shares of the common stock of the
registrant were issued and outstanding. The aggregate market value of the common
stock held by non-affiliates of the registrant was $1,939,778,087 as determined
by the February 28, 1998 closing price of $37.0625 for one share of common stock
on the New York Stock Exchange.

================================================================================
<PAGE>   2

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.  The Company's
financial statements, the notes thereto and the report of the independent
accountants are set forth on pages 33 through 53 of this Form 10-K.

     The following report and additional financial data should be read in
conjunction with the Company's financial statements:

     Independent Accountant's Report of Coopers & Lybrand L.L.P. dated January
     27, 1998 on the Company's financial statement schedule filed as a part
     hereof for the fiscal years ended December 31, 1997, 1996 and 1995.

     Schedule II -- Valuation and Qualifying Accounts for the fiscal years ended
December 31, 1997, 1996 and 1995.

     Schedules other than the one referred to above are omitted because they are
not required or the information is included in the financial statements or the
notes thereto.

     EXHIBITS.  Unless otherwise indicated, exhibits are incorporated by
reference to the exhibits filed with the Company's Registration Statement on
Form S-1 (Commission File No. 33-69442).

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                            DESCRIPTION
  -------                           -----------
  <C>       <S>
    2.02    Agreement and Plan of Distribution, dated as of May 24,
              1993, by and between AMAX Inc. and Alumax Inc.
    2.03    Tax Disaffiliation Agreement, dated as of May 24, 1993, by
              and between AMAX Inc. and Alumax Inc.
    2.04    Amendment No. 1 to the Agreement and Plan of Distribution,
              dated as of November 15, 1993, by and between AMAX Inc.
              and Alumax Inc.*
    3.01    Restated Certificate of Incorporation of the Company*
    3.02    Restated By-laws of Alumax Inc., as amended on September 5,
              1996, filed as Exhibit 3.01 to the Company's Quarterly
              Report on Form 10-Q for the quarterly period ended
              September 30, 1996 and incorporated herein by reference.
    4.01    Form of Common Stock Certificate
    4.02    Rights Agreement, dated as of February 22, 1996, between
              Alumax Inc. and Chemical Mellon Shareholder Services,
              L.L.C., as Rights Agent, including as Exhibit A the forms
              of Rights Certificate and Election to Exercise and as
              Exhibit B the form of Certificate of Designation and Terms
              of Participating Preferred Stock of the Company, filed as
              Exhibit 4 to the Company's Current Report on Form 8-K,
              dated February 22, 1996 and incorporated herein by
              reference.
    4.03    Credit Agreement, dated as of September 14, 1990, as amended
              as of November 13, 1990 and as further amended as of
              February 19, 1991, by and among Aluminerie Lauralco, Inc.,
              as Borrower, Canalco, Inc., as Continuing Guarantor, and
              Bank of Montreal and National Westminster Bank PLC, as
              Arrangers, Bank of Montreal, as Agent, and the Banks named
              therein
    4.04    Amended and Restated Credit Agreement, dated as of October
              9, 1997, among Alumax Inc., Royal Bank of Canada, as
              Agent, Arranger and Letter of Credit Issuer, Canadian
              Imperial Bank of Commerce, as Administrative Agent, and
              the Banks signatory thereto, filed as Exhibit 4.01 to the
              Company's Quarterly Report on Form 10-Q for the quarterly
              period ended September 30, 1997 and incorporated herein by
              reference
</TABLE>

                                       -1-
<PAGE>   3

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                            DESCRIPTION
  -------                           -----------
  <C>       <S>
   Note:    No other long-term debt instrument issued by the Company
              exceeds 10% of the consolidated total assets of the
              Company and its subsidiaries. In accordance with paragraph
              4(iii) of Item 601 of Regulation S-K, the Company will
              furnish to the Commission upon request copies of long-term
              debt instruments and related agreements
   10.01    Form of Alumax Inc. Excess Benefit Plan**(-)
   10.02    1993 Long-Term Incentive Plan (as Amended and Restated and
              as Further Amended on October 3, 1996)**(-)
   10.03    Deferred Compensation Plan (as Amended on October 3,
              1996)**(-)
   10.04    1993 Annual Incentive Plan (as Amended and Restated and as
              Further Amended on October 3, 1996)**(-)
   10.05    Executive Separation Policy (as amended and restated on
              March 5, 1998), filed as Exhibit 5 to the Company's
              Solicitation/Recommendation Statement on Schedule 14D-9
              filed with the Commission on March 13, 1998 and
              incorporated herein by reference
   10.06    Non-Employee Directors Stock Compensation Plan (as Amended
              on October 3, 1996)**(-)
   10.07    Non-Employee Directors Deferred Compensation Plan (as
              Amended on October 3, 1996)**(-)
   10.08    Participation Agreement, dated as of November 25, 1997,
              among Alumax Mill Products, Inc., Alumax Inc., BMO Leasing
              (U.S.), Inc. and Bank of Montreal***
   10.09    Master Lease, Deed of Trust and Security Agreement, dated as
              of November 25, 1997, among BMO Leasing (U.S.), Inc.,
              Alumax Mill Products, Inc. and Ward Williford, Esq.***
   10.10    Restated Sales Agreement, dated as of January 1, 1986, as
              amended and supplemented as of April 8, 1992 and April 9,
              1992, by and between Alcoa of Australia Limited and Alumax
              Inc. (Certain portions of this agreement have been deleted
              and filed separately with the Secretary of the Securities
              and Exchange Commission pursuant to a request for
              confidential treatment.)
   10.11    Power Sales Agreement, dated September 28, 1995, as amended,
              between Intalco Aluminum Corporation and Bonneville Power
              Administration (Certain portions of this agreement have
              been deleted and filed separately with the Secretary of
              the Securities and Exchange Commission pursuant to a
              request for confidential treatment.)****
   10.12    Power Sales Agreement, dated as of October 1, 1995, between
              British Columbia Power Exchange Corporation and Intalco
              Aluminum Corporation (Certain portions of this agreement
              have been deleted and filed separately with the Secretary
              of the Securities and Exchange Commission pursuant to a
              request for confidential treatment.)****
   10.13    Electric Service Agreement, dated as of November 11, 1994,
              between Eastalco Aluminum Company and The Potomac Edison
              Company, filed as Exhibit 10.02 to the Company's Quarterly
              Report on Form 10-Q for the quarterly period ended June
              30, 1997 and incorporated herein by reference
   10.14    Amendment No. 1 to Electric Service Agreement, dated October
              10, 1997, between Eastalco Aluminum Company and The
              Potomac Edison Company***
   10.15    Agreement, dated as of July 1, 1997, by and between the
              South Carolina Public Service Authority and Alumax of
              South Carolina, Inc., filed as Exhibit 10.01 to the
              Company's Quarterly Report on Form 10-Q for the quarterly
              period ended June 30, 1997 and incorporated herein by
              reference
   10.16    Electricity Contract, dated February 1, 1990, as amended on
              October 15, 1992, by and between Aluminerie Lauralco, Inc.
              and Hydro-Quebec (Certain portions of this agreement have
              been deleted and filed separately with the Secretary of
              the Securities and Exchange Commission pursuant to a
              request for confidential treatment.)
</TABLE>

                                       -2-
<PAGE>   4

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                            DESCRIPTION
  -------                           -----------
  <C>       <S>
   10.17    Employment Agreement, as Amended and Restated as of December
              5, 1996, between Alumax Inc. and C. Allen Born**(-)
   10.18    Employment Agreement, dated as of December 4, 1997, between
              Alumax Inc. and Thomas G. Johnston***(-)
   10.19    Agreement, dated as of November 15, 1993, as amended as of
              February 3, 1994, among AMAX Inc., Alumax Inc. and Helen
              M. Feeney*(-)
   10.20    Agreement, dated as of March 10, 1994, between Alumax Inc.
              and Helen M. Feeney, amending the Agreement, dated as of
              November 15, 1993, as amended as of February 3,
              1994*****(-)
   10.21    Grantor Trust Agreement, dated as of April 1, 1997, between
              Alumax Inc. and The Chase Manhattan Bank***(-)
   10.22    Purchase Agreement, dated as of June 24, 1996, between
              Euramax International, Ltd. and Alumax Inc., filed as
              Exhibit 10.01 to the Company's Quarterly Report on Form
              10-Q for the quarterly period ended June 30, 1996 and
              incorporated herein by reference.
   10.23    Agreement, dated as of June 28, 1996, by and between Minas
              Penoles, S.A. de C.V. and The Fresnillo Company, filed as
              Exhibit 10.01 to the Company's Quarterly Report on Form
              10-Q for the quarterly period ended June 30, 1996 and
              incorporated herein by reference.
   11.01    Calculation of Earnings per Common Share***
   21.01    Subsidiaries of the Company***
   23.01    Consent of Coopers & Lybrand L.L.P.***
   24.01    Power of Attorney***
   27.01    Financial Data Schedule for the twelve months ended December
              31, 1997*** (For SEC use only)
   27.02    Restated Financial Data Schedule for the nine months ended
              September 30, 1997****** (For SEC use only)
   27.03    Restated Financial Data Schedule for the six months ended
              June 30, 1997****** (For SEC use only)
   27.04    Restated Financial Data Schedule for the three months ended
              March 31, 1997****** (For SEC use only)
   27.05    Restated Financial Data Schedule for the twelve months ended
              December 31, 1996****** (For SEC use only)
   27.06    Restated Financial Data Schedule for the nine months ended
              September 30, 1996****** (For SEC use only)
   27.07    Restated Financial Data Schedule for the six months ended
              June 30, 1996****** (For SEC use only)
</TABLE>

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

      * Previously filed as an exhibit to the Company's 1993 Annual Report on
        Form 10-K and incorporated herein by reference.

     ** Previously filed as an exhibit to the Company's 1996 Annual Report on
        Form 10-K and incorporated herein by reference.

   *** Previously filed as an exhibit to the Company's 1997 Annual Report on
       Form 10-K and incorporated herein by reference.

  **** Previously filed as an exhibit to Amendment No. 1 to the Company's 1995
       Annual Report on Form 10-K/A and incorporated herein by reference.

                                       -3-
<PAGE>   5

 ***** Previously filed as an exhibit to Amendment No. 1 to the Company's 1993
       Annual Report on Form 10-K/A and incorporated herein by reference.

****** Filed herewith.

(-) Management contract or compensatory plan or arrangement required to be filed
    as an exhibit pursuant to Item 601 of Regulation S-K.

     REPORTS ON FORM 8-K.  During the quarter ended December 31, 1997, the
Company filed a Report on Form 8-K, dated October 1, 1997, reporting under Item
5 the United States Tax Court's decision in favor of the Internal Revenue
Service in a suit against Alumax regarding an alleged income tax deficiency.

                                       -4-
<PAGE>   6

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 31, 1998.

                                          Alumax Inc.

                                          By       /s/ HELEN M. FEENEY
                                            ------------------------------------
                                                      HELEN M. FEENEY
                                                Vice President and Secretary

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 31, 1998.

<TABLE>
<CAPTION>
                      SIGNATURE                                              TITLE
                      ---------                                              -----
<S>                                                      <C>

                          *                              Chairman, Chief Executive Officer and Director
-----------------------------------------------------             (Principal Executive Officer)
                     ALLEN BORN

                          *                                                 Director
-----------------------------------------------------
                  J. DENNIS BONNEY

                          *                                                 Director
-----------------------------------------------------
                    HAROLD BROWN

                          *                                                 Director
-----------------------------------------------------
                    L. DON BROWN

                          *                                                 Director
-----------------------------------------------------
                PIERRE DES MARAIS II

                          *                                                 Director
-----------------------------------------------------
              JAMES C. HUNTINGTON, JR.

                          *                                                 Director
-----------------------------------------------------
                  W. LOEBER LANDAU

                          *                                                 Director
-----------------------------------------------------
                   PAUL W. MACAVOY

                                                                            Director
-----------------------------------------------------
                   PETER J. POWERS

                          *                                                 Director
-----------------------------------------------------
                     ANNE WEXLER

                          *                                Vice President and Chief Financial Officer
-----------------------------------------------------             (Principal Financial Officer)
                MICHAEL T. VOLLKOMMER

                          *                                 Vice President and Controller (Principal
-----------------------------------------------------                  Accounting Officer)
                  KEVIN J. KRAKORA

               *By /s/ HELEN M. FEENEY
  -------------------------------------------------
                   HELEN M. FEENEY
            As Attorney-in-Fact for each
              of the persons indicated
</TABLE>

                                       -5-
<PAGE>   7

                                 EXHIBIT INDEX

     Unless otherwise indicated, exhibits are incorporated by reference to
exhibits filed with the Company's Registration Statement on Form S-1 (Commission
File No. 33-69442).

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
    <C>       <S>
      2.02    Agreement and Plan of Distribution, dated as of May 24,
                1993, by and between AMAX Inc. and Alumax Inc.
      2.03    Tax Disaffiliation Agreement, dated as of May 24, 1993, by
                and between AMAX Inc. and Alumax Inc.
      2.04    Amendment No. 1 to the Agreement and Plan of Distribution,
                dated as of November 15, 1993, by and between AMAX Inc.
                and Alumax Inc.*
      3.01    Restated Certificate of Incorporation of the Company*
      3.02    Restated By-laws of Alumax Inc., as amended on September 5,
                1996, filed as Exhibit 3.01 to the Company's Quarterly
                Report on Form 10-Q for the quarterly period ended
                September 30, 1996 and incorporated herein by reference
      4.01    Form of Common Stock Certificate
      4.02    Rights Agreement, dated as of February 22, 1996, between
                Alumax Inc. and Chemical Mellon Shareholder Services,
                L.L.C., as Rights Agent, including as Exhibit A the forms
                of Rights Certificate and Election to Exercise and as
                Exhibit B the form of Certificate of Designation and Terms
                of Participating Preferred Stock of the Company, filed as
                Exhibit 4 to the Company's Current Report on Form 8-K,
                dated February 22, 1996, and incorporated herein by
                reference
      4.03    Credit Agreement, dated as of September 14, 1990, as amended
                as of November 13, 1990 and as further amended as of
                February 19, 1991, by and among Aluminerie Lauralco, Inc.,
                as Borrower, Canalco, Inc., as Continuing Guarantor, and
                Bank of Montreal and National Westminster Bank PLC, as
                Arrangers, Bank of Montreal, as Agent, and the Banks named
                therein
      4.04    Amended and Restated Credit Agreement, dated as of October
                9, 1997 among Alumax Inc., Royal Bank of Canada, as Agent,
                Arranger And Letter of Credit Issuer, Canadian Imperial
                Bank of Commerce, as Administrative Agent, and the Banks
                signatory thereto, filed as Exhibit 4.01 to the Company's
                Quarterly Report on Form 10-Q for the quarterly period
                ended September 30, 1997 and incorporated herein by
                reference
     Note:    No other long-term debt instrument issued by the Company
                Exceeds 10% of the consolidated total assets of the
                Company and its subsidiaries. In accordance with paragraph
                4(iii) of Item 601 of Regulation S-K, the Company will
                furnish to the Commission upon request copies of long-term
                debt instruments and related agreements
     10.01    Form of Alumax Inc. Excess Benefit Plan**(-)
     10.02    1993 Long-Term Incentive Plan (as Amended and Restated and
                as Further Amended on October 3, 1996)**(-)
     10.03    Deferred Compensation Plan (as Amended on October 3,
                1996)**(-)
     10.04    1993 Annual Incentive Plan (as Amended and Restated and as
                Further Amended on October 3, 1996)**(-)
     10.05    Executive Separation Policy (as amended and restated on
                March 5, 1998), filed as Exhibit 5 to the Company's
                Solicitation/Recommendation Statement on Schedule 14D-9
                filed with the Commission on March 13, 1998 and
                incorporated herein by reference
     10.06    Non-Employee Directors Stock Compensation Plan (as Amended
                on October 3, 1996)**(-)
     10.07    Non-Employee Directors Deferred Compensation Plan (as
                Amended on October 3, 1996)**(-)
</TABLE>

                                       -6-
<PAGE>   8

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
    <C>       <S>
     10.08    Participation Agreement, dated as of November 25, 1997,
                among Alumax Mill Products, Inc., Alumax Inc., BMO Leasing
                (U.S.), Inc. and Bank of Montreal***
     10.09    Master Lease, Deed of Trust and Security Agreement, dated as
                of November 25, 1997, among BMO Leasing (U.S.), Inc.,
                Alumax Mill Products, Inc. and Ward Williford, Esq.***
     10.10    Restated Sales Agreement, dated as of January 1, 1986, as
                Amended and supplemented as of April 8, 1992 and April 9,
                1992, by and between Alcoa of Australia Limited and Alumax
                Inc. (Certain portions of this agreement have been deleted
                and filed separately with the Secretary of the Securities
                and Exchange Commission pursuant to a request for
                confidential treatment.)
     10.11    Power Sales Agreement, dated September 28, 1995, as amended,
                Between Intalco Aluminum Corporation and Bonneville Power
                Administration (Certain portions of this agreement have
                been deleted and filed separately with the Secretary of
                the Securities and Exchange Commission pursuant to a
                request for confidential treatment.)****
     10.12    Power Sales Agreement, dated as of October 1, 1995, between
                British Columbia Power Exchange Corporation and Intalco
                Aluminum Corporation (Certain portions of this agreement
                have been deleted and filed separately with the Secretary
                of the Securities and Exchange Commission pursuant to a
                request for confidential treatment.)****
     10.13    Electric Service Agreement, dated as of November 11, 1994,
                between Eastalco Aluminum Company and The Potomac Edison
                Company, filed as Exhibit 10.02 to the Company's Quarterly
                Report on Form 10-Q for the quarterly period ended June
                30, 1997 and incorporated herein by reference
     10.14    Amendment No. 1 to Electric Service Agreement, dated October
                10, 1997, between The Potomac Edison Company and Eastalco
                Aluminum Company***
     10.15    Agreement, dated as of July 1, 1997, by and between the
                South Carolina Public Service Authority and Alumax of
                South Carolina, Inc., filed as Exhibit 10.01 to the
                Company's Quarterly Report on Form 10-Q for the quarterly
                period ended June 30, 1997 and incorporated herein by
                reference.
     10.16    Electricity Contract, dated February 1, 1990, as amended on
                October 15, 1992, by and between Aluminerie Lauralco, Inc.
                and Hydro-Quebec (Certain portions of this agreement have
                been deleted and filed separately with the Secretary of
                the Securities and Exchange Commission pursuant to a
                request for confidential treatment.)
     10.17    Employment Agreement, As Amended and Restated as of December
                5, 1996, between Alumax Inc. and C. Allen Born**(-)
     10.18    Employment Agreement, dated as of December 4, 1997, between
                Alumax Inc. and Thomas G. Johnston***(-)
     10.19    Agreement, dated as of November 15, 1993, as amended as of
                February 3, 1994, among AMAX Inc., Alumax Inc. and Helen
                M. Feeney*(-)
     10.20    Agreement, dated as of March 10, 1994, between Alumax Inc.
                and Helen M. Feeney, amending the Agreement, dated as of
                November 15, 1993, as amended as of February 3,
                1994*****(-)
     10.21    Grantor Trust Agreement, dated as of April 1, 1997, between
                Alumax Inc. and The Chase Manhattan Bank***(-)
     10.22    Purchase Agreement, dated as of June 24, 1996, between
                Euramax International, Ltd. and Alumax Inc., filed as
                Exhibit 10.01 to the Company's Quarterly Report on Form
                10-Q for the quarterly period ended June 30, 1996 and
                incorporated herein by reference.
</TABLE>

                                       -7-
<PAGE>   9

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
    <C>       <S>
     10.23    Agreement, dated as of June 28, 1996, by and between Minas
                Penoles, S.A. de C.V. and The Fresnillo Company, filed as
                Exhibit 10.01 to the Company's Quarterly Report on Form
                10-Q for the quarterly period ended June 30, 1996 and
                incorporated herein by reference.
     11.01    Calculation of Earnings per Common Share***
     21.01    Subsidiaries of the Company***
     23.01    Consent of Coopers & Lybrand L.L.P.***
     24.01    Power of Attorney***
     27.01    Financial Data Schedule for the twelve months ended December
                31, 1997*** (For SEC use only)
     27.02    Restated Financial Data Schedule for nine months ended
                September 30, 1997****** (For SEC use only)
     27.03    Restated Financial Data Schedule for the six months ended
                June 30, 1997****** (For SEC use only)
     27.04    Restated Financial Data Schedule for the three months ended
                March 31, 1997****** (For SEC use only)
     27.05    Restated Financial Data Schedule for the twelve months ended
                December 31, 1996****** (For SEC use only)
     27.06    Restated Financial Data Schedule for the nine months ended
                September 30, 1996****** (For SEC use only)
     27.07    Restated Financial Data Schedule for the six months ended
                June 30, 1996****** (For SEC use only)
</TABLE>

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

      * Previously filed as an exhibit to the Company's 1993 Annual Report on
        Form 10-K and incorporated herein by reference.

     ** Previously filed as an exhibit to the Company's 1996 Annual Report on
        Form 10-K and incorporated herein by reference.

   *** Previously filed as an exhibit to the Company's 1997 Annual Report on
       Form 10-K and incorporated herein by reference.

  **** Previously filed as an exhibit to Amendment No. 1 to the Company's 1995
       Annual Report on Form 10-K/A and incorporated herein by reference.

 ***** Previously filed as an exhibit to Amendment No. 1 to the Company's 1993
       Annual Report on Form 10-K/A and incorporated herein by reference.

****** Filed herewith.

(-) Management contract or compensatory plan or arrangement required to be filed
    as an exhibit pursuant to Item 601 of Regulation S-K.

                                       -8-