content: <PAGE>   1
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                            MULTIMEDIA ACCESS CORPORATION
                           (Name of issuer in its charter)
  
                           ------------------------------
               Delaware                                       75-2528700
       (State or Other Jurisdiction                          (IRS Employer
     of Incorporation or Organization)                   Identification Number)
  
               2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
                                    972-488-7200
  
            (Address of principal executive offices and place of business
                               and telephone number)
                    ---------------------------------------------
                            MULTIMEDIA ACCESS CORPORATION
                              1993 VIEWPOINT STOCK PLAN
                               1994 STOCK OPTION PLAN
                               1995 STOCK OPTION PLAN
                              1995 DIRECTOR STOCK PLAN
  
                                   GLENN A. NOREM
                               CHIEF EXECUTIVE OFFICER
                            MULTIMEDIA ACCESS CORPORATION
               2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
                                    972-488-7200
  
              (Name, address and telephone number of agent for service)
  
                   ----------------------------------------------
                                     Copies to:
                               V. Gerard Comizio, Esq.
                               Thacher Profitt & Wood
                      1700 Pennsylvania Avenue N.W., Suite 800
                               Washington, D.C. 20006
                              Telephone: (202) 347-8400
                             Telecopier: (202) 347-6238
                       ---------------------------------------
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ------------------------ --------------------- ----------------------- --------------------- ----------------------
       Title of each
    class of securities                                 Maximum                 Maximum          
          to be                Amount to be        offering price per      aggregate offering        Amount of      
       registered               registered               Share                   price           registration fee                     
  ------------------------ --------------------- ----------------------- --------------------- ----------------------
  <S>                      <C>                   <C>                      <C>                   <C>       
  Common Stock                4,800,087 (a)            $2.95 (b)           $14,148,995 (b)          $4,174 (b)
  ------------------------ --------------------- ----------------------- --------------------- ----------------------
  </TABLE>
  
  (a)        If, prior to the completion of the distribution of the Common Stock
             covered by this registration statement, additional shares of such
             Common Stock are issued or issuable as a result of a stock split or
             stock dividend, this registration statement shall be deemed to cover
             such additional shares resulting from the stock split or stock
             dividend pursuant to Rule 416.
  
  (b)        The price per share was estimated in accordance with Rule 457 (c) and
             (h) for purposes of calculating the registration fee.
  <PAGE>   2
  
  
                                       Part II
  
                 Information Required in the Registration Statement
  
  Item 1.           Plan Information
  
               Not required to be filed with the Securities and Exchange
  Commission (the "Commission").
  
  
  
  Item 2.           Registrant Information and Employee Plan Annual Information
  
               Not required to be filed with the Commission.
  
               Note: The document containing the information specified in this
  Part I will be sent or given to participants as specified by Rule 428(b)(1).
  Such document need not be filed with the Commission either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424. These documents and the documents incorporated by reference in this
  registration statement pursuant to Item 3 of Part II of this form, taken
  together, constitute a prospectus that meets the requirements of Section 10(a)
  of the Securities Act of 1933, as amended ("Securities Act").
  
  
  
  Item 3.           Incorporation of Documents by Reference.
  
  The following documents filed by the Company with the Commission are
  incorporated herein by reference.
  
        (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1997 (File No. 0-29020) and quarterly reports on Form 10-QSB for
  the quarters ended March 31, 1998 and June 30, 1998 are hereby incorporated
  herein by reference.
  
        (b) The description of the Company's Common Stock as contained in the
  Company's Registration Statement on Form SB-2 dated February 4, 1997 is hereby
  incorporated herein by reference.
  
        All reports and other documents filed by the Company pursuant to Section
  13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Securities Act"), subsequent to the date of this Registration Statement
  and prior to the termination of the offering made by the Registration Statement
  shall be deemed to be incorporated by reference herein. Any statement contained
  in a document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained herein or in any other
  subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  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
  
  <PAGE>   3
  
  
  Item 6.           Indemnification of Directors and Officers
  
        Articles Seven and Ten of the Company's Certificate of Incorporation,
  contain the following provisions with respect to indemnification of Directors
  and Officers:
  
        SEVENTH. The Corporation shall, to the fullest extent permitted by Section
  145 of the General Corporation Law of the State of Delaware, as the same may be
  amended and supplemented, indemnify any and all persons whom it shall have power
  to indemnify under said section from and against any and all of the expenses,
  liabilities or other matters referred to in or covered by said section, and the
  indemnification provided for herein shall not be deemed exclusive of any other
  rights to which those indemnified may be entitled under any By-Law, agreement,
  vote of stockholders or disinterested Directors or otherwise, both as to action
  in his official capacity and as to action in another capacity while holding such
  office, and shall continue as to a person who has ceased to be director,
  officer, employee or agent and shall inure to the benefit of the heirs,
  executors and administrators of such a person.
  
        TENTH. To the fullest extent permitted by Delaware General Corporation
  Law, a director of the Corporation shall not be personally liable to the
  Corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director. Neither any amendment nor repeal of this Article, nor the
  adopting of any provision of this Certificate of Incorporation inconsistent with
  this Article shall eliminate or reduce the effect of this Article in respect of
  any matter occurring, or any cause of action, suit or claim that, but for this
  Article would accrue or arise, prior to such amendment, repeal or adoption of an
  inconsistent provision.
  
        Section 145 of the General Corporation Law of the State of Delaware
  contains provisions entitling directors and officers of the Company to
  indemnification from judgments, fines, amounts paid in settlement and reasonable
  expenses, including attorney's fees, as the result of an action or proceeding in
  which they may be involved by reason of being or having been a director or
  officer of the Company provided said officers or directors acted in good faith.
  
        The Company has also entered into indemnification agreements with Messrs.
  Norem, Leftwich, Colquhoun, Stoner, Oakes, Jobe, Culp, Johnson, Sterling and
  Bernardi which provide for the indemnification of said officers and directors
  (former directors in the case of Messrs. Sterling, Bernardi, Culp and Oakes) to
  the fullest extent allowable under the laws of the State of Delaware.
  
  
  
  Item 7.           Exemption From Registration Claimed.
                    Not Applicable
  
  
  
  Item 8.           Exhibits.
  
  Exhibit
  Number
  ------
       5         Opinion of Thacher Profitt & Wood
  
      10a        1993 Viewpoint Stock Plan (1)
      10b        1994 Stock Option Plan (1)
      10c        1995 Stock Option Plan (1)
      10d        1995 Director Option Plan (1)
  
       23        Consent of Ernst & Young LLP
  
  <PAGE>   4
  
  
       23a      Consent of Thacher Profitt & Wood (contained in opinion filed
                as Exhibit 5).
  
       24       Powers of Attorney.
  
               (1)  Incorporated by reference to the Registration Statement on
                    Form SB-2 and all amendments thereto as declared effective on
                    February 4, 1997.
  
  
  Item 9.           Undertakings.
  
        (a)         The undersigned Company hereby undertakes:
  
                    (1)   To file, during any period in which offers or sales are
                          being made, a post-effective amendment to this
                          Registration Statement to: (i) Include any prospectus
                          required by Section 10(a)(3) of the Securities Act; (ii)
                          Reflect in the prospectus any facts or events which,
                          individually or together, represent a fundamental change
                          in the information in the registration statement and;
                          (iii) Include any additional or changed material
                          information on the plan of distribution.
  
                    (2)   For determining liability under the Securities Act,
                          treat each post-effective amendment as a new
                          registration statement of the securities offered, and
                          the Offering of the securities at that time to be the
                          initial bona fide offering.
  
                    (3)   File a post-effective amendment to remove from
                          registration any of the securities that remain unsold at
                          the end of the offering.
  
        (b)         Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 (the "Securities Act") may be permitted
                    to directors, officers and controlling persons of the small
                    business issuer pursuant to the foregoing provisions, or
                    otherwise, the small business issuer has been advised that in
                    the opinion of the Securities and Exchange Commission such
                    indemnification is against public policy as expressed in the
                    Securities Act and is, therefore, unenforceable.
  
                    In the event that a claim for indemnification against such
                    liabilities (other than the payment by the registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of the registrant in the successful defense
                    of any action, suit or proceeding) is asserted by such
                    director, officer or controlling person in connection with the
                    securities being registered, the registrant will, unless in
                    the opinion of its counsel the matter has been settled by
                    controlling precedent, submit to a court or 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.
  
  
  
  <PAGE>   5
  
  
  
  
  
  
                                     SIGNATURES
  
     Pursuant to the requirements of the Securities Act, 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 or
  amendment thereto to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas and State of Texas, on the 15th day of
  September 1998
  
                                      Multimedia Access Corporation
  
                                      By: /s/ William S. Leftwich
                                              ---------------------------
                                              William S. Leftwich
                                              Chief Financial Officer
  
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
  below constitutes and appoints William S. Leftwich, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this registration
  statement, and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent, full power and authority to do and perform
  each and every act and thing requisite or necessary to be done in and about the
  premises, as full to all intents and purposes as he might or could do in person,
  hereby ratifying and confirming all that said attorney-in-fact and agent or
  either of them or their or his substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
      Pursuant to the requirements of the Securities Act, this registration
  statement or amendment thereto has been signed below by the following persons in
  the capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  
  SIGNATURE                                   TITLE                      DATE
  ---------                                   -----                      ----
  <S>                                    <C>                           <C>
                                          Chief Executive Officer
  /s/  Glenn A. Norem                     and Director (Principal        September 15, 1998
  ---------------------------             Executive Officer)
  Glenn A. Norem                          
  
  
  /s/ William S. Leftwich                 Chief Financial Officer        September 15, 1998
  ---------------------------             (Principal Accounting
  William S. Leftwich                     Officer)
                                          
  
  
  /s/ William D. Jobe                     Director                       September 15, 1998
  ---------------------------
  William D. Jobe
  
  
  /s/ William E. Johnson                  Director                       September 15, 1998
  ---------------------------
  William E. Johnson
  </TABLE>
  
  
  <PAGE>   6
  
  
                                  Index of Exhibits
  
  <TABLE>
  <CAPTION>
  
  Exhibit
  Number
  ------
  <S>           <C>
       5         Opinion of Thacher  Profitt & Wood
  
      10a        1993 Viewpoint Stock Plan (1)
      10b        1994 Stock Option Plan (1)
      10c        1995 Stock Option Plan (1)
      10d        1995 Director Option Plan (1)
  
       23        Consent of Ernst & Young LLP
  
       23a       Consent of Thacher Profitt & Wood (included in Exhibit 5).
  
       24        Powers of Attorney (included on signature page).
  </TABLE>
  
  
  (1)  Incorporated by reference to the Registration Statement on Form SB-2 and
       all amendments thereto as declared effective on February 4, 1997.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16564}]
metadata_filer: {"company-data": {"conformed-name": "MULTIMEDIA ACCESS CORP", "cik": "0000921313", "assigned-sic": "3663", "irs-number": "752528700", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63799", "film-number": "98711974"}, "business-address": {"street1": "2665 VILLA CREEK DR", "street2": "STE 200", "city": "DALLAS", "state": "TX", "zip": "75234"}, "mail-address": {"street1": "2665 VILLA CREEK DR", "city": "DALLAS", "state": "TX", "zip": "75234"}}
text: 1
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                            MULTIMEDIA ACCESS CORPORATION
                           (Name of issuer in its charter)
  
                           ------------------------------
               Delaware                                       75-2528700
       (State or Other Jurisdiction                          (IRS Employer
     of Incorporation or Organization)                   Identification Number)
  
               2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
                                    972-488-7200
  
            (Address of principal executive offices and place of business
                               and telephone number)
                    ---------------------------------------------
                            MULTIMEDIA ACCESS CORPORATION
                              1993 VIEWPOINT STOCK PLAN
                               1994 STOCK OPTION PLAN
                               1995 STOCK OPTION PLAN
                              1995 DIRECTOR STOCK PLAN
  
                                   GLENN A. NOREM
                               CHIEF EXECUTIVE OFFICER
                            MULTIMEDIA ACCESS CORPORATION
               2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
                                    972-488-7200
  
              (Name, address and telephone number of agent for service)
  
                   ----------------------------------------------
                                     Copies to:
                               V. Gerard Comizio, Esq.
                               Thacher Profitt & Wood
                      1700 Pennsylvania Avenue N.W., Suite 800
                               Washington, D.C. 20006
                              Telephone: (202) 347-8400
                             Telecopier: (202) 347-6238
                       ---------------------------------------
                           CALCULATION OF REGISTRATION FEE
  ------------------------ --------------------- ----------------------- --------------------- ----------------------
       Title of each
    class of securities                                 Maximum                 Maximum          
          to be                Amount to be        offering price per      aggregate offering        Amount of      
       registered               registered               Share                   price           registration fee                     
  ------------------------ --------------------- ----------------------- --------------------- ----------------------
  Common Stock                4,800,087 (a)            $2.95 (b)           $14,148,995 (b)          $4,174 (b)
  ------------------------ --------------------- ----------------------- --------------------- ----------------------
  (a)        If, prior to the completion of the distribution of the Common Stock
             covered by this registration statement, additional shares of such
             Common Stock are issued or issuable as a result of a stock split or
             stock dividend, this registration statement shall be deemed to cover
             such additional shares resulting from the stock split or stock
             dividend pursuant to Rule 416.
  
  (b)        The price per share was estimated in accordance with Rule 457 (c) and
             (h) for purposes of calculating the registration fee.
  2
  
                                       Part II
  
                 Information Required in the Registration Statement
  
  Item 1.           Plan Information
  
               Not required to be filed with the Securities and Exchange
  Commission (the "Commission").
  
  Item 2.           Registrant Information and Employee Plan Annual Information
  
               Not required to be filed with the Commission.
  
               Note: The document containing the information specified in this
  Part I will be sent or given to participants as specified by Rule 428(b)(1).
  Such document need not be filed with the Commission either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424. These documents and the documents incorporated by reference in this
  registration statement pursuant to Item 3 of Part II of this form, taken
  together, constitute a prospectus that meets the requirements of Section 10(a)
  of the Securities Act of 1933, as amended ("Securities Act").
  
  Item 3.           Incorporation of Documents by Reference.
  
  The following documents filed by the Company with the Commission are
  incorporated herein by reference.
  
        (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1997 (File No. 0-29020) and quarterly reports on Form 10-QSB for
  the quarters ended March 31, 1998 and June 30, 1998 are hereby incorporated
  herein by reference.
  
        (b) The description of the Company's Common Stock as contained in the
  Company's Registration Statement on Form SB-2 dated February 4, 1997 is hereby
  incorporated herein by reference.
  
        All reports and other documents filed by the Company pursuant to Section
  13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Securities Act"), subsequent to the date of this Registration Statement
  and prior to the termination of the offering made by the Registration Statement
  shall be deemed to be incorporated by reference herein. Any statement contained
  in a document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained herein or in any other
  subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  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
  3
  
  Item 6.           Indemnification of Directors and Officers
  
        Articles Seven and Ten of the Company's Certificate of Incorporation,
  contain the following provisions with respect to indemnification of Directors
  and Officers:
  
        SEVENTH. The Corporation shall, to the fullest extent permitted by Section
  145 of the General Corporation Law of the State of Delaware, as the same may be
  amended and supplemented, indemnify any and all persons whom it shall have power
  to indemnify under said section from and against any and all of the expenses,
  liabilities or other matters referred to in or covered by said section, and the
  indemnification provided for herein shall not be deemed exclusive of any other
  rights to which those indemnified may be entitled under any By-Law, agreement,
  vote of stockholders or disinterested Directors or otherwise, both as to action
  in his official capacity and as to action in another capacity while holding such
  office, and shall continue as to a person who has ceased to be director,
  officer, employee or agent and shall inure to the benefit of the heirs,
  executors and administrators of such a person.
  
        TENTH. To the fullest extent permitted by Delaware General Corporation
  Law, a director of the Corporation shall not be personally liable to the
  Corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director. Neither any amendment nor repeal of this Article, nor the
  adopting of any provision of this Certificate of Incorporation inconsistent with
  this Article shall eliminate or reduce the effect of this Article in respect of
  any matter occurring, or any cause of action, suit or claim that, but for this
  Article would accrue or arise, prior to such amendment, repeal or adoption of an
  inconsistent provision.
  
        Section 145 of the General Corporation Law of the State of Delaware
  contains provisions entitling directors and officers of the Company to
  indemnification from judgments, fines, amounts paid in settlement and reasonable
  expenses, including attorney's fees, as the result of an action or proceeding in
  which they may be involved by reason of being or having been a director or
  officer of the Company provided said officers or directors acted in good faith.
  
        The Company has also entered into indemnification agreements with Messrs.
  Norem, Leftwich, Colquhoun, Stoner, Oakes, Jobe, Culp, Johnson, Sterling and
  Bernardi which provide for the indemnification of said officers and directors
  (former directors in the case of Messrs. Sterling, Bernardi, Culp and Oakes) to
  the fullest extent allowable under the laws of the State of Delaware.
  
  Item 7.           Exemption From Registration Claimed.
                    Not Applicable
  
  Item 8.           Exhibits.
  
  Exhibit
  Number
  ------
       5         Opinion of Thacher Profitt & Wood
  
      10a        1993 Viewpoint Stock Plan (1)
      10b        1994 Stock Option Plan (1)
      10c        1995 Stock Option Plan (1)
      10d        1995 Director Option Plan (1)
  
       23        Consent of Ernst & Young LLP
  4
  
       23a      Consent of Thacher Profitt & Wood (contained in opinion filed
                as Exhibit 5).
  
       24       Powers of Attorney.
  
               (1)  Incorporated by reference to the Registration Statement on
                    Form SB-2 and all amendments thereto as declared effective on
                    February 4, 1997.
  
  Item 9.           Undertakings.
  
        (a)         The undersigned Company hereby undertakes:
  
                    (1)   To file, during any period in which offers or sales are
                          being made, a post-effective amendment to this
                          Registration Statement to: (i) Include any prospectus
                          required by Section 10(a)(3) of the Securities Act; (ii)
                          Reflect in the prospectus any facts or events which,
                          individually or together, represent a fundamental change
                          in the information in the registration statement and;
                          (iii) Include any additional or changed material
                          information on the plan of distribution.
  
                    (2)   For determining liability under the Securities Act,
                          treat each post-effective amendment as a new
                          registration statement of the securities offered, and
                          the Offering of the securities at that time to be the
                          initial bona fide offering.
  
                    (3)   File a post-effective amendment to remove from
                          registration any of the securities that remain unsold at
                          the end of the offering.
  
        (b)         Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 (the "Securities Act") may be permitted
                    to directors, officers and controlling persons of the small
                    business issuer pursuant to the foregoing provisions, or
                    otherwise, the small business issuer has been advised that in
                    the opinion of the Securities and Exchange Commission such
                    indemnification is against public policy as expressed in the
                    Securities Act and is, therefore, unenforceable.
  
                    In the event that a claim for indemnification against such
                    liabilities (other than the payment by the registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of the registrant in the successful defense
                    of any action, suit or proceeding) is asserted by such
                    director, officer or controlling person in connection with the
                    securities being registered, the registrant will, unless in
                    the opinion of its counsel the matter has been settled by
                    controlling precedent, submit to a court or 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.
  5
  
                                     SIGNATURES
  
     Pursuant to the requirements of the Securities Act, 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 or
  amendment thereto to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas and State of Texas, on the 15th day of
  September 1998
  
                                      Multimedia Access Corporation
  
                                      By: /s/ William S. Leftwich
                                              ---------------------------
                                              William S. Leftwich
                                              Chief Financial Officer
  
      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
  below constitutes and appoints William S. Leftwich, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this registration
  statement, and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent, full power and authority to do and perform
  each and every act and thing requisite or necessary to be done in and about the
  premises, as full to all intents and purposes as he might or could do in person,
  hereby ratifying and confirming all that said attorney-in-fact and agent or
  either of them or their or his substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
      Pursuant to the requirements of the Securities Act, this registration
  statement or amendment thereto has been signed below by the following persons in
  the capacities and on the date indicated.
  SIGNATURE                                   TITLE                      DATE
  ---------                                   -----                      ----
  Chief Executive Officer
  /s/  Glenn A. Norem                     and Director (Principal        September 15, 1998
  ---------------------------             Executive Officer)
  Glenn A. Norem                          
  
  /s/ William S. Leftwich                 Chief Financial Officer        September 15, 1998
  ---------------------------             (Principal Accounting
  William S. Leftwich                     Officer)
                                          
  
  /s/ William D. Jobe                     Director                       September 15, 1998
  ---------------------------
  William D. Jobe
  
  /s/ William E. Johnson                  Director                       September 15, 1998
  ---------------------------
  William E. Johnson
  6
  
                                  Index of Exhibits
  Exhibit
  Number
  ------
  5         Opinion of Thacher  Profitt & Wood
  
      10a        1993 Viewpoint Stock Plan (1)
      10b        1994 Stock Option Plan (1)
      10c        1995 Stock Option Plan (1)
      10d        1995 Director Option Plan (1)
  
       23        Consent of Ernst & Young LLP
  
       23a       Consent of Thacher Profitt & Wood (included in Exhibit 5).
  
       24        Powers of Attorney (included on signature page).
  (1)  Incorporated by reference to the Registration Statement on Form SB-2 and
       all amendments thereto as declared effective on February 4, 1997.