Adoption of Amendments to Form S-8
                        Information Sheet
                             2/19/99


     Form S-8 is the short-form Securities Act registration
statement for offers and sales of securities to employees.
Unlike other Securities Act registration forms, Form S-8 does not
contain a separate disclosure document called a "prospectus."
Instead, Form S-8 relies on documents otherwise provided by the
employer to satisfy the disclosure obligations of the Securities
Act.  This abbreviated disclosure is available for offers and
sales of securities to employees because of the compensatory
nature of these offerings and employees' familiarity with the
company's business due to the employment relationship.  In 1990,
the Commission expanded the employee concept to permit Form S-8
to be used for offers and sales to consultants or advisors who
provide legitimate services to the issuer that do not involve the
offer or sale of securities in a capital-raising transaction.

     Since adoption of the 1990 revisions, some companies have
used Form S-8 improperly to compensate consultants whose service
to the company is promotion of the company's securities.  This
practice has been used in fraudulent promotions of microcap
securities. In other cases, Form S-8 has been used to distribute
securities to public investors through so-called "consultants"
whose service to the issuer is selling the securities.  This
practice, which deprives public investors of the benefits of
Securities Act registration, has been the subject of several
Commission enforcement actions.  The Commission will consider
adopting amendments to Form S-8 and related rules designed to
deter these abuses.  These amendments would:

  * amend Form S-8 and related rules to make the form
     unavailable for sales to consultants and advisors who directly or
     indirectly promote or maintain a market for the company's
     securities; and
  
  * amend Securities Act rules so that registration statements,
     such as Form S-8, that "go effective" automatically upon filing
     will not be presumed to be filed on the proper form.

     The Commission also will consider proposing new amendments
to Form S-8 that are designed to deter the same abuses.  These
proposals would amend the Form S-8 eligibility standards to:

  * require any company to be timely in its Exchange Act reports
     during the 12 calendar months and any portion of a month before
     the Form S-8 is filed; and
  
  * require a company formed by a merger of a nonpublic company
     into an Exchange Act reporting "shell" company to wait until it
     has filed an Exchange Act annual report containing audited
     financial statements reflecting the merger before filing a Form S-
     8.


                            --more--
Form S-8 Fact Sheet
Page 2


     The Commission continues to consider an earlier proposal to
require disclosure in Form S-8 of the names of any consultants
and advisors who will receives securities under the registration
statement, as well as the amount of securities to be offered to
each and the nature of the consulting or advisory services, and
related comment requests.  The Commission has extended the
comment period on these matters for the duration of the comment
period on the new proposals.  In the future, the Commission may
adopt any combination of the earlier proposal, the related
comment requests, and the new proposals.

     Although Form S-8 has been misused in microcap fraud
schemes, most Forms S-8 are filed for legitimate employee
compensation purposes.  The Commission also will consider
adopting amendments that would simplify registration of
securities underlying employee benefit plan stock options.
Because these options have become an increasingly important
component of employee compensation, employees are more likely to
face circumstances - such as estate planning and property
settlements in connection with divorce - that may require the
transfer of options to their family members.  Form S-8 appears
suitable for the exercise of employee benefit plan stock options
by employees' family members because of the continuing
compensatory nature of the transaction.  The amendments would
make Form S-8 available for these exercises, and clarify how
options that have been transferred to family members should be
disclosed in SEC filings.
                                
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