content: <PAGE>   1
  
  As filed with the Securities and Exchange Commission on July 10, 1997
                                                            Registration No. 333-
  
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               450 FIFTH STREET, N.W.
                               WASHINGTON, D.C. 20549
  
  -------------------------------------------------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
  -------------------------------------------------------------------------------
  
                          HARTE-HANKS COMMUNICATIONS, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
            DELAWARE                                           76-1677284
  (State or Other Jurisdiction of                            (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)
  
                         200 CONCORD PLAZA DRIVE; SUITE 800
                              SAN ANTONIO, TEXAS 78216
                                   (210) 829-9000
         (Address, including Zip Code, and Telephone Number, including Area
                 Code, of Registrant's Principal Executive Offices)
  
                          HARTE-HANKS COMMUNICATIONS, INC.
                         1994 EMPLOYEE STOCK PURCHASE PLAN
                               (Full Title of Plans)
  
                DONALD R. CREWS                               COPY TO:
  SENIOR VICE PRESIDENT, LEGAL AND SECRETARY            ALAN J. BOGDANOW, ESQ.
       HARTE-HANKS COMMUNICATIONS, INC                  HUGHES & LUCE, L.L.P.
      200 CONCORD PLAZA DRIVE, SUITE 800            1717 MAIN STREET, SUITE 2800
           SAN ANTONIO, TEXAS 78216                       DALLAS, TEXAS 75201
                 (512)829-9000                                (214)939-5500
  
   (Name, Address, and Telephone Number,
   including Area Code, of Agent for Service)
  
                              ------------------------
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =====================================================================================================================
        PROPOSED                 PROPOSED
    TITLE OF EACH CLASS           AMOUNT                 MAXIMUM                MAXIMUM                AMOUNT OF
       OF SECURITIES               TO BE             OFFERING PRICE            AGGREGATE             REGISTRATION
     TO BE REGISTERED           REGISTERED(1)          PER SHARE(2)         OFFERING PRICE(3)           FEE(3)
   <S>                           <C>                     <C>                  <C>                       <C>
  ---------------------------------------------------------------------------------------------------------------------
    Common Stock, $1.00
         par value                550,000                $29.469              $16,207,950                $4912
  =====================================================================================================================
  </TABLE>
  (1)  Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"),
       this Registration Statement is deemed to include additional shares of
       Common Stock issuable under the terms of the 1994 Employee Stock Purchase
       Plan to prevent dilution resulting from any future stock split, stock
       dividend or similar transaction.
  
  (2)  Estimated solely for the purpose of calculating the registration fee.
  
  (3)  Calculated in accordance with Rule 457(h) promulgated under the Securities
       Act of 1933, as amended on the basis of the average of the high and low
       price paid per share of Common Stock, as reported on the New York Stock
       Exchange on July 8, 1997.
  
                                         Page 1 of 7 sequentially numbered pages.
                                              The Index to Exhibits is on page 7.
  
                                         1
  <PAGE>   2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Harte-Hanks Communications, Inc. (the
  "Registrant") are incorporated by reference in this Registration Statement:
  
           (a) Annual Report of the Registrant on Form 10-K for the fiscal year
  ended December 31, 1996, which contains audited financial statements of the
  Registrant for the Registrant's last completed fiscal year for which such
  statements have been filed (the "1996 Form 10-K").
  
           (b) All reports filed by the Registrant pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the 1996 Form 10-K.
  
           (c) The description of the Registrant's Common Stock set forth in the
  Registrant's Registration Statement on Form 8-A dated October 7, 1993 (File No.
  33-69202), including any amendment or report filed for the purpose of updating
  such description.
  
           All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment to this Registration Statement which indicates that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares 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 of such documents (such documents, and the documents enumerated
  above, being hereinafter referred to as "Incorporated Documents").
  
           Any statement contained in an Incorporated Document 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 other subsequently filed
  Incorporated Document 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.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                         2
  <PAGE>   3
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           As permitted by Section 145 of the Delaware General Corporation Law
  ("Delaware Law"), the Registrant's Bylaws provide that the directors and
  officers of the Registrant will be indemnified by the Registrant against
  certain liabilities that those persons may incur in their capacities as
  directors or officers. Furthermore, the Registrant's Amended and Restated
  Certificate of Incorporation eliminate the liability of directors of the
  Registrant to the fullest extent permitted by Delaware law.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits on page 7 of this Registration Statement, which Index is incorporated
  herein by reference.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)      The 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;
  
                           (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;
  
                          (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be deemed
           to be a new registration statement to
  
  
                                         3
  <PAGE>   4
           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 Registrant hereby undertakes that for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, 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 by the Registrant 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 Securities Act and will be governed by the final adjudication
  of such issue.
  
  
                                         4
  <PAGE>   5
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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 San Antonio, Texas, on July 9, 1997.
  
                                   HARTE-HANKS COMMUNICATION, INC.
  
  
                                   By:     /s/ Larry Franklin
                                       ---------------------------------------
                                       Larry Franklin
                                       President and Chief Executive Officer
                                       (Principal Executive and Financial Officer)
  
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Harte-Hanks
  Communications, Inc., hereby constitute and appoint Larry Franklin, our true
  and lawful attorney-in-fact and agent, with full power of substitution for him
  and in his name, place and stead, in any and all capacities, to sign for us and
  in our names in the capacities indicated below, the Registration Statement on
  Form S-8 filed herewith and any and all amendments (including post-effective
  amendments) to the Registration Statement, and generally to do all things in
  our name and behalf in the capacities indicated below to enable Harte-Hanks
  Communications, Inc. to comply with the provisions of the Securities Act of
  1933, as amended, and all requirements to the Securities and Exchange
  Commission, hereby ratifying and confirming our signatures as they may be
  signed by our attorney, to said Registration Statement and any and all
  amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
  
            Signature                                       Title                                             Date
       <S>                                 <C>                                                          <C>
       /s/ Larry Franklin                             Director, President,                               July 9, 1997
       -------------------------------             Chief Executive Officer
           Larry Franklin                 (Principal Executive and Financial Officer)
  
       /s/ David L. Copeland                                Director                                     July 9, 1997
       -------------------------------
          David L. Copeland
  
       -------------------------------                      Director
           Dr. Peter T. Flawn
  
  </TABLE>
  
  
                                         5
  
  <PAGE>   6
  
  <TABLE>
  <CAPTION>
       <S>                                                  <C>                                          <C>
       -------------------------------                      Director
            Christopher M. Harte
  
       /s/ Houston H. Harte                                 Director                                     July 9, 1997
       -------------------------------
              Houston H. Harte
  
       /s/ Richard M. Hochhauser                            Director                                     July 9, 1997
       -------------------------------
           Richard M. Hochhauser
  
       -------------------------------                      Director
            James L. Johnson
  
       /s/ Jessica M. Huff                                 Controller                                    July 9, 1997
       -------------------------------           (Principal Accounting Officer)
           Jessica M. Huff                   
  
  </TABLE>
  
  
                                         6
  
  <PAGE>   7
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  
  Exhibit
  Number            Description of Exhibit
  
      <S>           <C>
      4.1(a)        1994 Employee Stock Purchase Plan, as amended
  
      5.1           Opinion of Hughes & Luce, L.L.P.
  
     23.1           Consent of KPMG Peat Marwick LLP
  
     23.2           Consent of Hughes & Luce, L.L.P. [included in the firm's 
                    opinion filed as Exhibit 5.1]
  
     24.1           Power of Attorney (see signature page of this Registration 
                    Statement)
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15612}]
metadata_filer: {"company-data": {"conformed-name": "HARTE HANKS COMMUNICATIONS INC", "cik": "0000045919", "assigned-sic": "2741", "irs-number": "741677284", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30995", "film-number": "97638632"}, "business-address": {"street1": "200 CONCORD PLAZA DR STE 800", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2108299000"}, "former-company": {"former-conformed-name": "HARTE HANKS NEWSPAPERS INC", "date-changed": "19771010"}}
text: 1
  
  As filed with the Securities and Exchange Commission on July 10, 1997
                                                            Registration No. 333-
  
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               450 FIFTH STREET, N.W.
                               WASHINGTON, D.C. 20549
  
  -------------------------------------------------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
  -------------------------------------------------------------------------------
  
                          HARTE-HANKS COMMUNICATIONS, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
            DELAWARE                                           76-1677284
  (State or Other Jurisdiction of                            (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)
  
                         200 CONCORD PLAZA DRIVE; SUITE 800
                              SAN ANTONIO, TEXAS 78216
                                   (210) 829-9000
         (Address, including Zip Code, and Telephone Number, including Area
                 Code, of Registrant's Principal Executive Offices)
  
                          HARTE-HANKS COMMUNICATIONS, INC.
                         1994 EMPLOYEE STOCK PURCHASE PLAN
                               (Full Title of Plans)
  
                DONALD R. CREWS                               COPY TO:
  SENIOR VICE PRESIDENT, LEGAL AND SECRETARY            ALAN J. BOGDANOW, ESQ.
       HARTE-HANKS COMMUNICATIONS, INC                  HUGHES & LUCE, L.L.P.
      200 CONCORD PLAZA DRIVE, SUITE 800            1717 MAIN STREET, SUITE 2800
           SAN ANTONIO, TEXAS 78216                       DALLAS, TEXAS 75201
                 (512)829-9000                                (214)939-5500
  
   (Name, Address, and Telephone Number,
   including Area Code, of Agent for Service)
  
                              ------------------------
                          CALCULATION OF REGISTRATION FEE
  =====================================================================================================================
        PROPOSED                 PROPOSED
    TITLE OF EACH CLASS           AMOUNT                 MAXIMUM                MAXIMUM                AMOUNT OF
       OF SECURITIES               TO BE             OFFERING PRICE            AGGREGATE             REGISTRATION
     TO BE REGISTERED           REGISTERED(1)          PER SHARE(2)         OFFERING PRICE(3)           FEE(3)
  ---------------------------------------------------------------------------------------------------------------------
    Common Stock, $1.00
         par value                550,000                $29.469              $16,207,950                $4912
  =====================================================================================================================
  (1)  Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"),
       this Registration Statement is deemed to include additional shares of
       Common Stock issuable under the terms of the 1994 Employee Stock Purchase
       Plan to prevent dilution resulting from any future stock split, stock
       dividend or similar transaction.
  
  (2)  Estimated solely for the purpose of calculating the registration fee.
  
  (3)  Calculated in accordance with Rule 457(h) promulgated under the Securities
       Act of 1933, as amended on the basis of the average of the high and low
       price paid per share of Common Stock, as reported on the New York Stock
       Exchange on July 8, 1997.
  
                                         Page 1 of 7 sequentially numbered pages.
                                              The Index to Exhibits is on page 7.
  
                                         1
  2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Harte-Hanks Communications, Inc. (the
  "Registrant") are incorporated by reference in this Registration Statement:
  
           (a) Annual Report of the Registrant on Form 10-K for the fiscal year
  ended December 31, 1996, which contains audited financial statements of the
  Registrant for the Registrant's last completed fiscal year for which such
  statements have been filed (the "1996 Form 10-K").
  
           (b) All reports filed by the Registrant pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the 1996 Form 10-K.
  
           (c) The description of the Registrant's Common Stock set forth in the
  Registrant's Registration Statement on Form 8-A dated October 7, 1993 (File No.
  33-69202), including any amendment or report filed for the purpose of updating
  such description.
  
           All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment to this Registration Statement which indicates that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares 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 of such documents (such documents, and the documents enumerated
  above, being hereinafter referred to as "Incorporated Documents").
  
           Any statement contained in an Incorporated Document 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 other subsequently filed
  Incorporated Document 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.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                         2
  3
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           As permitted by Section 145 of the Delaware General Corporation Law
  ("Delaware Law"), the Registrant's Bylaws provide that the directors and
  officers of the Registrant will be indemnified by the Registrant against
  certain liabilities that those persons may incur in their capacities as
  directors or officers. Furthermore, the Registrant's Amended and Restated
  Certificate of Incorporation eliminate the liability of directors of the
  Registrant to the fullest extent permitted by Delaware law.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits on page 7 of this Registration Statement, which Index is incorporated
  herein by reference.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)      The 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;
  
                           (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;
  
                          (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be deemed
           to be a new registration statement to
  
                                         3
  4
           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 Registrant hereby undertakes that for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, 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 by the Registrant 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 Securities Act and will be governed by the final adjudication
  of such issue.
  
                                         4
  5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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 San Antonio, Texas, on July 9, 1997.
  
                                   HARTE-HANKS COMMUNICATION, INC.
  
                                   By:     /s/ Larry Franklin
                                       ---------------------------------------
                                       Larry Franklin
                                       President and Chief Executive Officer
                                       (Principal Executive and Financial Officer)
  
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Harte-Hanks
  Communications, Inc., hereby constitute and appoint Larry Franklin, our true
  and lawful attorney-in-fact and agent, with full power of substitution for him
  and in his name, place and stead, in any and all capacities, to sign for us and
  in our names in the capacities indicated below, the Registration Statement on
  Form S-8 filed herewith and any and all amendments (including post-effective
  amendments) to the Registration Statement, and generally to do all things in
  our name and behalf in the capacities indicated below to enable Harte-Hanks
  Communications, Inc. to comply with the provisions of the Securities Act of
  1933, as amended, and all requirements to the Securities and Exchange
  Commission, hereby ratifying and confirming our signatures as they may be
  signed by our attorney, to said Registration Statement and any and all
  amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  Signature                                       Title                                             Date
  /s/ Larry Franklin                             Director, President,                               July 9, 1997
       -------------------------------             Chief Executive Officer
           Larry Franklin                 (Principal Executive and Financial Officer)
  
       /s/ David L. Copeland                                Director                                     July 9, 1997
       -------------------------------
          David L. Copeland
  
       -------------------------------                      Director
           Dr. Peter T. Flawn
  5
  6
  -------------------------------                      Director
            Christopher M. Harte
  
       /s/ Houston H. Harte                                 Director                                     July 9, 1997
       -------------------------------
              Houston H. Harte
  
       /s/ Richard M. Hochhauser                            Director                                     July 9, 1997
       -------------------------------
           Richard M. Hochhauser
  
       -------------------------------                      Director
            James L. Johnson
  
       /s/ Jessica M. Huff                                 Controller                                    July 9, 1997
       -------------------------------           (Principal Accounting Officer)
           Jessica M. Huff
  6
  7
                                 INDEX TO EXHIBITS
  Exhibit
  Number            Description of Exhibit
  4.1(a)        1994 Employee Stock Purchase Plan, as amended
  
      5.1           Opinion of Hughes & Luce, L.L.P.
  
     23.1           Consent of KPMG Peat Marwick LLP
  
     23.2           Consent of Hughes & Luce, L.L.P. [included in the firm's 
                    opinion filed as Exhibit 5.1]
  
     24.1           Power of Attorney (see signature page of this Registration 
                    Statement)