As filed with the Securities and Exchange Commission on March 3, 1999      
Registration No. 333-69677     
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3 TO          
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
ODETICS, INC.
(Exact name of Registrant as specified in its charter)

Delaware                                             95-2588496
(State or other jurisdiction of                              (I.R.S. Employer
incorporation)                                    Identification Number)

1515 South Manchester Avenue
Anaheim, California  92802
(714) 774-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-------------------------
JOEL SLUTZKY
Chairman of the Board and Chief Executive Officer
Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California  92802
(714) 774-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:
Patrick Arrington, Esq.
Ellen S. Bancroft, Esq.
Marrie Stone, Esq.
Brobeck, Phleger & Harrison LLP
38 Technology Drive
Irvine, California 92618
(949) 790-6300
-------------------------

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement. 

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

---------------------------------------------
CALCULATION OF REGISTRATION FEE

===========================================================================================================================
Amount      Proposed Maximum      Proposed Maximum        Amount of
Title of Shares                       to be        Offering Price           Aggregate         Registration
to be Registered                    Registered      per Share(1)        Offering Price(1)        Fee(1)
- ---------------------------------------------------------------------------------------------------------------------------

Class A Common Stock,                               1,191,323          $7.84               $9,339,972              $2,597
$0.10 par value per share (including
associated preferred stock purchase rights)
===========================================================================================================================

(1)  Estimate based upon the average of the high and low sales prices of
Odetics's Class A Common Stock on December 21, 1998, as reported by the
Nasdaq National Market, pursuant to Rule 457(c) promulgated under the
Securities Act of 1933, as amended.  Registration fee was paid on December
24, 1998.      

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.      

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PROSPECTUS

(Subject to completion, dated March 3, 1999)          

1,191,323 Shares
ODETICS, INC.
Class A Common Stock

This prospectus relates to the public offering, which is not being
underwritten, of 1,191,323  shares of our Class A common stock which is held by
some of our current stockholders. The prices at which the selling stockholders
may sell the shares will be determined by the prevailing market price for the
shares or in negotiated transactions.  We will not receive any of the proceeds
from the sale of the shares.     

We have two classes of common stock outstanding, the Class A common stock
and the Class B common stock.  The rights, preferences and privileges of each
class of common stock are identical in all respects except for voting rights.
The holders of the Class A common stock are entitled to elect 25% of the Board
of Directors rounded up to the nearest whole number or three directors. The 
holders of the Class B common stock are entitled to elect the balance of the 
Board or six directors. On all other matters addressed by a stockholder vote, 
the holders of Class A common stock have one-tenth of one vote per share held 
and the holders of Class B common stock have one vote per share held.     

Our Class A common stock is quoted on the Nasdaq National Market under the
symbol "ODETA."  On December 21, 1998, the last reported sale price for the
Class A common stock was $7 15/16 per share.

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

You should carefully consider the risk factors beginning on page 3 of this
prospectus before purchasing any of the Class A common stock offered by this
prospectus.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete.  Any representation to the contrary is
a criminal offense.

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

The date of this prospectus is March ___, 1999.          

ODETICS

We are a leading supplier of communications equipment and services for the
television broadcast, video security, telecommunications and intelligent traffic
systems markets. Our products automate television and cable station operations,
facilitate broadband communications, record video surveillance, store
information gathered in space exploration and reduce traffic congestion.

Our principal executive offices are located at 1515 South Manchester
Avenue, Anaheim, California 92802, and our telephone number is (714) 774-5000.

-2-

RISK FACTORS

Before purchasing the shares offered by this prospectus, you should
carefully consider the risks described below, in addition to the other
information presented in this prospectus or incorporated by reference into this
prospectus.  If any of the following risks actually occur, they could seriously
harm our business, financial condition or results of operations. In such case,
the trading price of our Class A common stock could decline and you may lose all
or part of your investment.      

OUR QUARTERLY OPERATING RESULTS FLUCTUATE AS A RESULT OF MANY FACTORS.  Our
quarterly operating results have fluctuated and are likely to continue to
fluctuate due to a number of factors, many of which are not within our control.
Factors that could affect our revenues include the following: 

.   our significant investment in research and development for our
subsidiaries and divisions;
.   our ability to develop, introduce, market and gain market acceptance of
new products, applications and product enhancements in a timely manner;
.   the size and timing of significant customer orders;
.   the introduction of new products by competitors;
.   the availability of components used in the manufacture of our products;
.   our ability to control costs;
.   changes in our pricing policies and the pricing policies by our
suppliers and competitors, as well as increased price competition in
general;
.   the long lead times associated with government contracts or required by
vehicle manufacturers;
.   our success in expanding and implementing our sales and marketing
programs;
.   technological changes in our target markets;
.   our relatively small level of backlog at any given time;
.   the mix of sales among our divisions;
.   deferrals of customer orders in anticipation of new products,
applications or product enhancements;
.   the Asian economic crisis and instability;
.   currency fluctuations and our ability to get currency out of certain
foreign countries; and
.   general economic and market conditions.

In addition, our sales in any quarter typically consist of a relatively
small number of large customer orders.  As a result, the timing of a small
number of orders can impact our quarter to quarter results. The loss of or a
substantial reduction in orders from any significant customer could seriously
harm our business, financial condition and results of operations.

Because of the factors listed above and other risks discussed below, our
future operating results could be below the expectations of securities analysts
and/or investors.  If that happens, the trading price of our common stock could
be adversely affected.      

WE HAVE EXPERIENCED SUBSTANTIAL LOSSES AND EXPECT FUTURE LOSSES.  We had
net losses of 

-3-

$6.6 million for the year ended March 31, 1998 and net losses of $13.3 million
for the nine months ended December 31, 1998. We may not be able to achieve
profitability on a quarterly or annual basis in the future. Recent revenue
growth also may not be sustainable and may not be indicative of future operating
results. Most of our expenses are fixed in advance, and we generally are unable
to reduce our expenses significantly in the short term to compensate for any
unexpected delay or decrease in anticipated revenues. In addition, in order to
implement our incubator strategy successfully, we expect to continue to make
significant investments in each of our business divisions. As a result, we may
continue to experience losses which could cause the market price of our stock to
decline.          

OUR INCUBATOR STRATEGY IS EXPENSIVE AND MAY NOT BE SUCCESSFUL.  We have
initiated a business strategy called our incubator strategy, which is expensive
and highly risky.  The goal of this strategy is to nurture and develop companies
that can be spun-off to our stockholders.  This strategy has in the past
required us to make significant investments in our business divisions, both for
research and development, and also to develop a separate infrastructure for each
of our divisions, sufficient to allow the division to function as an independent
public company.  We expect to continue to invest heavily in the development of
our divisions with the goal of conducting additional public offerings.  We may
not recognize the benefits of this investment for a significant period of time,
if at all.  Our ability to complete an initial public offering of any of our
divisions and spin-off our interest to our stockholders will depend upon
numerous factors, including: 

.  the overall performance and results of operations of the particular
division      
.  the potential market for our division;      
.  our ability to assemble and retain a broad, qualified management team
for the division;      
.  our financial position and cash requirements;      
.  the division's customer base and product line;      
.  the current tax treatment of spin-off transactions; and      
.  general economic and market conditions.      

We may not be able to complete a successful initial public offering of any
of our divisions in the near future, or at all.  Even if we do complete
additional public offerings, we may decide not to spin-off a particular
division, or to delay the spin-off until a later date.      

WE MUST KEEP PACE WITH RAPID TECHNOLOGICAL CHANGE TO REMAIN COMPETITIVE.
Our target markets are in general characterized by the following factors:

.  rapid technological advances;
.  downward price pressure in the marketplace as technologies mature;
.  changes in customer requirements;
.  frequent new product introductions and enhancements; and
.  evolving industry standards and changes in the regulatory environment.

We believe that we must continue to make substantial investments to support
ongoing research and development in order to remain competitive.  In particular,
we will need to modify certain of our products to accommodate the anticipated
deployment of digital television and the corresponding phase-out of analog
transmissions. We will also have to continue to develop and introduce new
products that incorporate the latest technological advancements in hardware,
storage media, operating system software and applications software in response
to evolving      

-4-

customer requirements. Our recent shift towards providing more software
solutions may create additional challenges for us, particularly in our Broadcast
Division. Our business and results of operations could be adversely affected if
we do not anticipate or respond adequately to technological developments or
changing customer requirements.      

OUR FUTURE SUCCESS DEPENDS ON THE SUCCESSFUL DEVELOPMENT AND MARKET
ACCEPTANCE OF NEW PRODUCTS.  We believe our revenue growth and future operating
results will depend on our ability to complete development of new products and
enhancements, achieve broad market acceptance of these products and
enhancements, and reduce our product costs.  We may not be able to introduce
any new products or any enhancements to our existing products on a timely basis,
or at all.  In addition, the introduction of any new products could adversely
affect the sales of our certain of our existing products. 

Our future success will also depend in part on the success of several
recently introduced products including:      

.  Roswell, our automated facility management system for broadcast
television stations;      
.  Bowser, our visual asset manager;      
.  Vortex, our high performance dome product;      
.  Digi Scan Pro, our advanced digital multiplexer;      
.  Vantage One, our single camera traffic detection system;      
.  Lane Tracker, our lane departure warning system; and      
.  Dexter, our networking access device.     

Market acceptance of our new products depends upon numerous factors,
including our ability to resolve technical challenges in a timely and cost-
effective manner, the perceived advantages of our new products over traditional
products and the marketing capabilities of our independent distributors and
strategic partners.  Our business and results of operations could be seriously
harmed by any significant delays in our new product development.  We have
experienced delays in the past in the introduction of new products, particularly
with our Roswell system.  Certain of our new products could contain undetected
design faults and software errors or "bugs" when first released by us, despite
our testing.  We may not discover these faults or errors until after a product
has been installed and used by our customers.  Any faults or errors in our
existing products or in our new products may cause delays in product
introduction and shipments, require design modifications or harm customer
relationships, any of which could adversely affect our business and competitive
position.      

We currently anticipate that we will outsource the manufacture of Lane
Tracker to a single manufacturer.  This manufacturer may not be able to produce
sufficient quantities of this product in a timely manner or at a reasonable
cost, which could materially and adversely affect our ability to launch or gain
market acceptance of Lane Tracker.      

WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE AND MAY NOT BE ABLE TO SECURE
ADEQUATE FUNDS ON TERMS ACCEPTABLE TO US. We recently raised approximately $7.3
million in a private placement in December 1999. We may need to raise additional
capital in the near future, either through additional bank borrowings or other
debt or equity financings. Our capital requirements will depend on many factors,
including:       

.  market acceptance of our products;      

-5-

.  increased research and development funding, and required investments in
our divisions;      
.  increased sales and marketing expenses;      
.  potential acquisitions of businesses and product lines; and      
.  additional working capital needs.      

If our capital requirements are materially different from those currently
planned, we may need additional capital sooner than anticipated.  If additional
funds are raised through the issuance of equity securities, the percentage
ownership of our stockholders will be reduced and such securities may have
rights, preferences and privileges senior to our common stock.  Additional
financing may not be available on favorable terms or at all.  If adequate funds
are not available or are not available on acceptable terms, we may be unable to
develop or enhance our products, expand our sales and marketing programs, take
advantage of future opportunities or respond to competitive pressures.      

WE HAVE SIGNIFICANT INTERNATIONAL SALES AND ARE SUBJECT TO RISKS ASSOCIATED
WITH OPERATING IN INTERNATIONAL MARKETS. International product sales represented
approximately 36% of our total net sales and contract revenues for the fiscal
year ended March 31, 1997, and approximately 34% of our total net sales and
contract revenues for the fiscal year ended March 31, 1998. International
business operations are subject to inherent risks, including:     

.  unexpected changes in regulatory requirements, tariffs and other trade
barriers;      
.  longer accounts receivable payment cycles;      
.  difficulties in managing and staffing international operations;      
.  potentially adverse tax consequences;      
.  the burdens of compliance with a wide variety of foreign laws;      
.  reduced protection for intellectual property rights in some countries; 
.  currency fluctuations and restrictions; and      
.  political and economic instability.      

We believe that international sales will continue to represent a
significant portion of our revenues, and that continued growth and profitability
may require further expansion of our international operations.  Our
international sales are currently denominated primarily in U.S. dollars.  As a
result, an increase in the relative value of the dollar could make our products
more expensive and potentially less price competitive in international markets.
We do not engage in any transactions as a hedge against risks of loss due to
foreign currency fluctuations.      

Any of these factors may adversely effect our future international sales
and, consequently, on our business and operating results. Furthermore, as we
increase our international sales, our total revenues may also be affected to a
greater extent by seasonal fluctuations resulting from lower sales that
typically occur during the summer months in Europe and other parts of the world.

OUR OPERATING RESULTS HAVE BEEN ADVERSELY AFFECTED BY THE ASIAN ECONOMIC
CRISIS. Our telecommunications products are sold principally to LGIC of Korea.
As a result of economic instability in Asia, particularly in Korea, our sales in
this region have declined over 70% in the current fiscal year and may continue
to decline in the future. It is possible that these sales could be further
impacted by the currency devaluations and related economic problems in this
region. 

-6-

WE NEED TO MANAGE GROWTH AND THE INTEGRATION OF OUR ACQUISITIONS. Over the
past year, we have significantly expanded our operations and made several
substantial acquisitions of diverse businesses, including Intelligent Controls,
Inc., IMIS, Meyer Mohaddes & Associates, Inc. and certain assets of the
Transportation Systems business of Rockwell International. A key element of our
business strategy involves expansion through the acquisition of complementary
businesses, products and technologies. Acquisitions may require significant
capital infusions and, in general, acquisitions also involve a number of special
risks, including:

.  potential disruption of our ongoing business and the diversion of our
resources and management's attention;      

.  the failure to retain or integrate key acquired personnel;      

.  the challenge of assimilating diverse business cultures;      

.  increased costs to improve managerial, operational, financial and
administrative systems and to eliminate duplicative services;      

.  the incurrence of unforeseen obligations or liabilities;      

.  potential impairment of relationships with employees or customers as a
result of changes in management; and      

.  increased interest expense and amortization of acquired intangible
assets.      

Our competitors are also soliciting potential acquisition candidates, which
could both increase the price of any acquisition targets and decrease the number
of attractive companies available for acquisition.      

Acquisitions, combined with the expansion of our business divisions and
recent growth has placed and is expected to continue to place a significant
strain on our resources. To accommodate this growth, we anticipate that we will
be required to implement a variety of new and upgraded operational and financial
systems, procedures and controls, including the improvement of our accounting
and other internal management systems. All of these updates will require
substantial management effort. Our failure to manage growth and integrate our
acquisitions successfully could adversely affect our business, financial
condition and results of operations.      

WE DEPEND ON GOVERNMENT CONTRACTS AND SUBCONTRACTS AND FACE ADDITIONAL
RISKS RELATED TO FIXED PRICE CONTRACTS. Substantially all of the sales by our
subsidiary, Odetics ITS, Inc., and a portion of our sales by our Communications
Division were derived from contracts with governmental agencies, either as a
general contractor, subcontractor or supplier. Government contracts represented
approximately 11% of our net sales and contract revenues for the nine months
ended December 31, 1998. We expect revenue from government contracts will 
continue to increase in the near future. Government business is, in general,
subject to special risks and challenges, including:      

.  long purchase cycles;

.  competitive bidding and qualification requirements;

.  performance bond requirements;

.  delays in funding, budgetary constraints and cut-backs;

.  milestone requirements, and liquidated damage provisions for failure to
meet contract milestones.

In addition, a large number of our government contracts are fixed price
contracts. As a result, we may not be able to recover for any cost overruns.
These fixed price contracts require us to estimate the total project cost based
on      

-7-

preliminary projections of the project's requirements. The financial viability
of any given project depends in large part on our ability to estimate these
costs accurately and complete the project on a timely basis. In the event our
costs on these projects exceed the fixed contractual amount, we will be required
to bear the excess costs. These additional costs adversely affect our financial
condition and results of operations. Moreover, certain of our government
contracts are subject to termination or renegotiation at the convenience of the
government, which could result in a large decline in our net sales in any given
quarter. Our inability to address any of the foregoing concerns or the loss or
renegotiation of any material government contract could seriously harm our
business, financial condition and results of operations.

THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE AND HAVE MANY MORE
ESTABLISHED COMPETITORS. We compete with numerous other companies in our target
markets and we expect such competition to increase due to technological
advancements, industry consolidations and reduced barriers to entry. Increased
competition is likely to result in price reductions, reduced gross margins and
loss of market share, any of which could seriously harm our business, financial
condition and results of operations. Many of our competitors have far greater
name recognition and greater financial, technological, marketing and customer
service resources than we do. This may allow them to respond more quickly to new
or emerging technologies and changes in customer requirements. It may also allow
them to devote greater resources to the development, promotion, sale and support
of their products than we can. Recent consolidations of end users, distributors
and manufacturers in our target markets have further exacerbated this problem.
As a result of the foregoing factors, we may not be able to compete effectively
in our target markets and competitive pressures could adversely affect our
business, financial condition and results of operations.     

WE CANNOT BE CERTAIN OF OUR ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL AND 
DO NOT CURRENTLY HAVE EMPLOYMENT CONTRACTS WITH ANY OF OUR KEY PERSONNEL. Due to
the specialized nature of our business, we are highly dependent on the continued
service of our executive officers and other key management, engineering and
technical personnel, particularly Joel Slutzky, our Chief Executive Officer and
Chairman of the Board, and Gregory A. Miner, our Chief Operating Officer and
Chief Financial Officer. We do not have any employment contracts with any of our
officers or key employees. The loss of any of these persons would seriously harm
our development and marketing efforts, and would adversely affect our business.
Our success will also depend in large part upon our ability to continue to
attract, retain and motivate qualified engineering and other highly skilled
technical personnel. Competition for employees, particularly development
engineers, is intense. We may not be able to continue to attract and retain
sufficient numbers of such highly skilled employees. Our inability to attract
and retain additional key employees or the loss of one or more of our current
key employees could adversely affect upon our business, financial condition and
results of operations.     

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OR ENFORCE OUR INTELLECTUAL
PROPERTY RIGHTS.  If we are not able to adequately protect or enforce the
proprietary aspects of our technology, competitors could be able to access our
proprietary technology and our business, financial condition and results of
operations will likely be seriously harmed. We currently attempt to protect our
technology through a combination of patent, copyright, trademark and trade
secret laws, employee and third party nondisclosure agreements and similar
means. Despite our efforts, other parties may attempt to disclose, obtain or use
our technologies or solutions. Our competitors may also be able to independently
develop products that are substantially equivalent or superior to our products
or design around our patents. In addition, the laws of some foreign countries do
not protect our proprietary rights as fully as do the laws of the United States.
As a result, we may not be able to protect our proprietary rights adequately in
the United States or abroad. 

We have engaged in litigation in the past and litigation may be necessary
in the future to enforce our intellectual property rights or to determine the
validity and scope of the proprietary rights of others. Litigation may also be
necessary to defend against claims of infringement or      

-8-

invalidity by others. An adverse outcome in litigation or any similar
proceedings could subject us to significant liabilities to third parties,
require us to license disputed rights from others or require us to cease
marketing or using certain products or technologies. We may not be able to
obtain any licenses on terms acceptable to us, or at all. Any of these results
could adversely affect on our business, financial condition and results of
operations. In addition, the cost of addressing any intellectual property
litigation claim, both in legal fees and expenses, and the diversion of
management resources, regardless of whether the claim is valid, could be
significant and could seriously harm our business, financial condition and
results of operations.      

THE TRADING PRICE OF OUR COMMON STOCK IS VOLATILE.  The trading price of
our common stock has been subject to wide fluctuations in the past, decreasing
from $20.375 in October 1997 to $4.25 in October 1998. We may not be able to
increase or sustain the current market price of our common stock in the future.
The market price of our common stock could continue to fluctuate in the future
in response to various factors, including, but not limited to: 

.  quarterly variations in operating results;

.  shortages announced by suppliers

.  announcements of technological innovations or new products;

.  acquisitions or businesses, products or technologies;      

.  changes in pending litigation;

.  our ability to spin-off any division;      

.  applications or product enhancements by us or by our competitors; and

.  changes in financial estimates by securities analysts.

The stock market in general has recently experienced volatility which has
particularly affected the market prices of equity securities of many high
technology companies. This volatility has often been unrelated to the operating
performance of these companies. These broad market fluctuations may adversely
affect the market price of our common stock.      

WE ARE CONTROLLED BY CERTAIN OF OUR OFFICERS AND DIRECTORS. As of December
31, 1998, our officers and directors beneficially owned a majority of the total
combined voting power of the outstanding shares of Class A common stock and
Class B common stock. As a result of their stock ownership, our management will
be able to significantly influence the election of our directors and the outcome
of corporate actions requiring stockholder approval, such as mergers and
acquisitions, regardless of how our other stockholders may vote. This
concentration of voting control may have a significant effect in delaying,
deferring or preventing a change in our management or change in control and may
adversely affect the voting or other rights of other holders of common stock. 

OUR STOCK STRUCTURE AND CERTAIN ANTI-TAKEOVER PROVISIONS MAY AFFECT THE 
PRICE OF OUR STOCK.  Certain provisions of our certificate of incorporation and
our stockholder rights plan could make it difficult for a third party to acquire
us, even though an acquisition might be beneficial to our stockholders. These
provisions also could limit the price that investors might be willing to pay in
the future for shares of our common stock. Our Class A common stock entitles the
holder to one-tenth of one vote per share and our Class B common stock entitles
the holder to one vote per share. In addition, holders of the Class B common
stock are presently entitled to elect six of the Company's nine directors. The
disparity in the voting rights between our common stock, as well as our
insiders' significant ownership of the Class B common stock, could discourage a
proxy contest or make it more difficult for a third party to effect a change in
our management and control. In addition, our Board of Directors is authorized to
issue, without stockholder     

-9-

approval, up to 2,000,000 shares of preferred stock with voting, conversion and
other rights and preferences superior to those held by our common stockholders,
as well as additional shares of Class B common stock. Our future issuance of
preferred stock or Class B common stock could be used to discourage an
unsolicited acquisition proposal.     

In March 1998, we adopted a stockholder rights plan and declared a
dividend of preferred stock purchase rights to our stockholders. In the event a
third party acquires more than 15% of the outstanding voting control of our
company or 15% of our outstanding common stock, the holders of these rights will
be able to purchase the junior participating preferred stock at a substantial
discount off of the then current market price. The exercise of these rights and
purchase of a significant amount of stock at below market prices could cause
substantial dilution to a particular acquiror and discourage the acquiror from
pursuing our company.     

YEAR 2000 COMPLIANCE.  Many currently installed computer systems and
software products are coded to accept only two digit entries in the date code
field. These systems and software products will need to accept four digit
entries to distinguish 21st century dates from 20th century dates. As a result,
computer systems and/or software used by many companies may need to be upgraded
to comply with such Year 2000 requirements or risk system failure or
miscalculations causing disruptions of normal business activities. Although our
core products are designed to be Year 2000 compliant, it is difficult to ensure
that our products contain all necessary date code changes. We are in the process
of updating our existing information systems to become Year 2000 compliant. We
have established an internal task force to evaluate our current status and state
of readiness for the Year 2000. We believe the most significant impact of the
Year 2000 issues will be the readiness of our suppliers, distributors, customers
and lenders with whom we must interact. This evaluation is still at an early
stage. We do not yet have any contingency plans to address our inability to
remedy these issues and we may not have fully identified the Year 2000 impact.
As such, we may not be able to update our systems and products or resolve the
other Year 2000 issues without disrupting our business or without incurring
significant expense. Our failure to address these issues on a timely basis or at
all could result in lost revenues, increased operating costs, the loss of
customers and other business interruptions, any of which could have a material
adverse effect on our business, financial condition and results of operations.

-10-

We Do Not Pay Cash Dividends.  We have never paid cash dividends on our
common stock and do not anticipate paying any cash dividends on either class of
our common stock in the foreseeable future.      

We May Be Subject to Additional Risks. The risks and uncertainties
described above are not the only ones facing our company. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also adversely affect our business operations.      

-11-

WHERE YOU CAN FIND MORE INFORMATION     

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov.     

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended. This prospectus is part of a
registration statement we filed with the SEC (Registration No. 333-69677). The
documents we incorporate by reference are:     

1.  Our Annual Report on Form 10-K, as amended, for the fiscal year ended
March 31, 1998;     

2.  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998;     

3.  Our definitive Proxy Statement filed with the SEC on July 29, 1998 in
connection with our 1998 Annual Meeting of Stockholders;     

4.  Our Current Report on Form 8-K for an event as of April 29, 1998 (filed
May 1, 1998);     

5.  The description of our Class A common stock contained in our
registration statement on Form 8-A filed with the Commission on October
14, 1987 under Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such; and     

6.  The description of our preferred stock purchase rights contained in our
registration statement on Form 8-A filed with the Commission on May 1,
1998 under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.     

All reports and other documents we subsequently file under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of this offering will be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such reports
and documents. Any statement incorporated herein shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein 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 prospectus.     

We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference. We will not provide
copies of exhibits to such documents unless such exhibits are specifically
incorporated by reference into such document. Requests for such documents should
be submitted in writing to the Secretary, at Odetics, Inc., 1515 South
Manchester Avenue, Anaheim, California 92802 or by telephone at (714) 774-5000. 

-12-

FORWARD-LOOKING STATEMENTS     

This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions made by us. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"
and variations of these words or similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. Therefore, our actual results could differ materially
from those expressed or forecasted in any forward-looking statements as a result
of a variety of factors, including those set forth in "Risk Factors" below and
elsewhere in, or incorporated by reference into, this prospectus. We undertake
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.

USE OF PROCEEDS

The selling stockholders will receive all of the net proceeds from the sale
of the Class A common stock offered by this prospectus. Accordingly, we will not
receive any proceeds from sales of these shares.

-13-

SELLING STOCKHOLDERS

The following table sets forth the number of shares owned by each of the
selling stockholders. All information contained in the table below is based upon
their beneficial ownership as of December 21, 1998. We are not able to estimate
the amount of shares that will be held by the selling stockholders after
completion of this offering because the selling stockholders may offer all or
some of the shares and because there currently are no agreements, arrangements
or understandings with respect to the sale of any of the shares. The following
table assumes that all of the shares being registered will be sold. The selling
stockholders are not making any representation that any shares covered by
prospectus will or will not be offered for sale. The selling stockholders
reserve the right to accept or reject, in whole or in part, any proposed sale of
shares. The Percent of Outstanding Shares After the Offering is based on
7,628,544 shares of Class A common stock outstanding as of December 21, 1998.

Number of     Number of       Percent of
Shares        Shares         Outstanding
Beneficially  Registered for   Shares After
Name of Selling Stockholder             Owned (1)   Sale Hereby(1)  the Offering(1)
- ---------------------------           ------------  --------------  ---------------

Catalyst Fund.......................      44,242        44,242            --
Fleet (Catalyst)....................      22,266        22,266            --
Catalyst Fund (Bermuda), L.P........      17,639        17,639            --
Opportunity Catalyst................      38,169        38,169            --
Farvane Limited.....................       6,651         6,651            --
Chamberlin II.......................      21,976        21,976            --
Pinnacle............................     100,000       100,000            --
Henry Partners......................      47,736        37,736            *
Jonathan W. Old III.................      37,736        37,736            --
Tonga Partners L.P..................     120,500        80,000            *
Pyramid Trading Limited Partnership.     233,963       233,963            --
Robert Lichtenstein.................     196,227       196,227            --
Deephaven Opportunity Trading.......     150,943       150,943            --
Lorry Lichtenstein..................     193,708       113,208           1.1%
Jacob Kiferbaum.....................      30,189        30,189            --
Tiger Capital LLC...................      30,189        30,189            --
SEA CAP INVESTORS LLC...............      30,189        30,189            --
---------     ---------           
Total                                  1,322,323     1,191,323           1.1%

_______________
*  Represents beneficial ownership of less than 1% of the outstanding shares of
Class A common stock.

This prospectus also covers any additional shares of Class A common stock
which become issuable in connection with the shares being registered by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of Class A common stock. In
addition, this prospectus covers the preferred stock purchase rights which
currently trade with the Class A common stock and entitle the holder to purchase
additional shares of Class A common stock under certain circumstances.     

Except as indicated, we are not aware of any material relationship between
our company and any selling stockholder within the past three years other than
as a result of the ownership of the stockholder's shares. The selling
stockholders acquired the shares offered by this prospectus 

-14-

in connection with our private placement in December of 1998. This agreement
requires us to effect a shelf registration, of which this prospectus is a part,
of all of the shares in order to permit the selling stockholders to sell these
shares from time to time in the public market or in privately-negotiated
transactions. We have agreed to prepare and file any amendments and supplements
to the registration statement as may be necessary to keep the registration
statement effective until the earlier of:      

. two years following the date of the prospectus; 

. the date on which all of the shares being registered have been sold under the
registration statement; or 

. all of the shares held by each selling stockholder can be sold by the selling
stockholder in a three month period under Rule 144 under the Securities Act.
We have also agreed to pay for all expenses of this offering other than fees
and expenses of counsel for the selling stockholders and any underwriting
discounts and commissions and brokerage commissions and fees.     

-15-

PLAN OF DISTRIBUTION

We are registering all 1,191,323 shares on behalf of certain selling
stockholders. We originally issued all of the shares in connection with a
private placement we conducted in December 1998. We will not receive any of the
proceeds from this offering. The selling stockholders named in the table above
or pledgees, donees, transferees or other successors-in-interest selling shares
received from a named selling stockholder as a gift, partnership distribution or
other non-sale related transfer after the date of this prospectus may sell the
shares from time to time. The selling stockholders will act independently of
Odetics in making decisions with respect to the timing, manner and size of each
sale. The sales may be made on one or more exchanges or in the over-the-counter
market or otherwise, at prices and at terms then prevailing or at prices related
to the then current market price, or in negotiated transactions. The selling
stockholders may effect such transactions by selling the shares to or through
broker-dealers. The shares may be sold by one or more of, or a combination of,
the following:

.    a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

.    purchases by a broker-dealer as principal and resale by such broker-dealer
for its account under this prospectus;     

.    an exchange distribution in accordance with the rules of such exchange;

.    ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and

.    in privately negotiated transactions.

To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the selling stockholders may arrange for other broker-
dealers to participate in the resales.

The selling stockholders may enter into hedging transactions with broker-
dealers in connection with distributions of the shares or otherwise. In such
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders also may sell shares short and redeliver the shares to
close out such short positions. The selling stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares under this prospectus. The selling stockholders also may
loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares under this prospectus.     

Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
broker-dealers or the selling stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act in connection with
sales of the shares. Accordingly, any such commission, discount or concession
received by them and any profit on the resale of the shares purchased by them
may be deemed to be underwriting discounts or commissions under the Securities
Act. Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this prospectus which qualify for sale under
Rule 144     

-16-

promulgated under the Securities Act may be sold under Rule 144 rather than
under this prospectus. The selling stockholders have advised us that they have
not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by selling stockholders.     

The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
selling stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchase and sales of
shares of our common stock by the selling stockholders. We will make copies of
this prospectus available to the selling stockholders and has informed them of
the need for delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares.

We will file a supplement to this prospectus, if required, under Rule
424(b) under the Securities Act upon being notified by a selling stockholder
that any material arrangement has been entered into with a broker-dealer for the
sale of shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer. Such supplement will
disclose:     

.   the name of each such selling stockholder and of the participating
broker-dealer(s),

.   the number of shares involved,

.   the price at which such shares were sold,

.   the commissions paid or discounts or concessions allowed to such 
broker-dealer(s), where applicable,

.   that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus, and

.   other facts material to the transaction.

In addition, upon being notified by a selling stockholder that a donee or
pledgee intends to sell more than 500 shares, we will file a supplement to this
prospectus.

We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholder will bear all commissions
and discounts, if any, attributable to the sales of the shares. The selling
stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. The selling stockholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.

INDEMNIFICATION

Under Section 145 of the Delaware General Corporation Law, we can indemnify
our directors and officers against liabilities they may incur in their
capacities as officers and 

-17-

directors, including for liabilities under the Securities Act. Our Bylaws
provide that we will indemnify our directors and officers to the fullest extent
permitted by law. Our Bylaws also require us to advance litigation expenses upon
our receipt of an undertaking by the director or officer to repay such advances
if it is ultimately determined that the director or officer is not entitled to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws do not exclude any other right such persons may have or acquire under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Our Certificate of Incorporation provides that, under Delaware law, our
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to us and our stockholders. This provision in the
Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to us or our stockholders, for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.     

We have entered into agreements to indemnify our directors, the directors
of certain of our subsidiaries and certain of our officers in addition to the
indemnification provided for in the Certificate of Incorporation and Bylaws.
These agreements, among other things, indemnify our directors and certain of our
officers for certain expenses, attorneys' fees, judgments, fines and settlement
amounts incurred by such person in any action or proceeding, including any
action by or for us, on account of services as our director or officer, or as a
director or officer of any other company or enterprise to which the person
provides services at our request.      

LEGAL MATTERS

The legality of the shares offered hereby will be passed upon for Odetics
by Brobeck, Phleger & Harrison LLP, Irvine, California.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended March 31, 1998, as set forth in their report, which is
incorporated by reference in reliance on their report, given on their authority
as experts in accounting and auditing.

-18-

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

We have not authorized any person to make       
a statement that differs from what is in        
this prospectus.  If any person does            
make a statement that differs from what                       ODETICS, INC.
is in this prospectus, you should not           
rely on it.  This prospectus is not an          
offer to sell, nor is it seeking an             
offer to buy, these securities in any           
state in which the offer or sale is not         
permitted.  The information in this             
prospectus is complete and accurate as          
of its date, but the information may            
change after that date.                         

1,191,323 Shares
----------------------                             of Class A Common Stock

TABLE OF CONTENTS                              ----------------------
PROSPECTUS
----------------------
Page      
----      
ODETICS..............................   2       
RISK FACTORS.........................   3       
WHERE YOU CAN FIND MORE INFORMATION..  12       
FORWARD-LOOKING STATEMENTS...........  13       
USE OF PROCEEDS......................  13       
SELLING STOCKHOLDERS.................  14       
PLAN OF DISTRIBUTION.................  16       
LEGAL MATTERS........................  18                 
EXPERTS..............................  18                    March __, 1999

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

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the various costs and expenses to be paid by
us with respect to the sale and distribution of the securities being registered.
All of the amounts shown are estimates except for the Securities and Exchange
Commission registration fee and the Nasdaq National Market listing fee.

SEC Registration Fee.................................          $ 2,597
Nasdaq National Market additional listing fee........           17,500
Printing Expenses....................................            1,500
Legal Fees and Expenses..............................           10,000
Accounting Fees and Expenses.........................            3,000
Miscellaneous........................................            4,403
-------
Total..............................................          $39,000
=======

Item 15. Indemnification of Directors and Officers

Under Section 145 of the Delaware General Corporation Law, Odetics can
indemnify its directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act.  Odetic's Bylaws
provide that Odetics will indemnify its directors and officers to the fullest
extent permitted by law and require Odetics to advance litigation expenses upon
receipt by Odetics of an undertaking by the director or officer to repay such
advances if it is ultimately determined that the director or officer is not
entitled to indemnification.  The Bylaws further provide that rights conferred
under such Bylaws do not exclude any other right such persons may have or
acquire under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.      

Odetics's Certificate of Incorporation provides that, under Delaware law,
its directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty of care to Odetics and its stockholders.  This
provision in the Certificate of Incorporation does not eliminate the duty of
care, and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law.  In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to Odetics or its stockholders, for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law.  The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.      

Odetics has entered into agreements to indemnify its directors, the
directors of certain of its subsidiaries and certain of its officers in addition
to the indemnification provided for in the Certificate of Incorporation and
Bylaws.  These agreements, among other things, indemnify Odetics's directors and
certain of its officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by such person in any action or
proceeding,      

including any action by or in the right of Odetics, on account of services as a
director or officer of Odetics, or as a director or officer of any other company
or enterprise to which the person provides services at the request of Odetics. 

Item 16. Exhibits

Exhibit
Number
- ------

5.1*  Opinion of Brobeck, Phleger & Harrison LLP.
23.1*  Consent of Independent Auditors.
23.2*  Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1*  Power of Attorney.
_________________________
*  Previously filed.

Item 17. Undertakings

The undersigned 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 of 1933, as amended;

(ii)   To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering price
may be reflected in the form of prospectus filed with the Commission under
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and      

(iii)  To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.      

Provided, however, that paragraphs (1)(i) and (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 by us pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in this 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 relating to the securities offered herein, 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.

(4) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Odetics's
Annual Report under Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference into this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.      

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Odetics pursuant to the foregoing provisions, or otherwise, Odetics 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 Odetics of expenses incurred
or paid by a director, officer or controlling person of Odetics 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, Odetics will, unless in the opinion of its counsel the question 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.      

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Anaheim, State of California, on the 2nd day of
March, 1999.      

ODETICS, INC.

By /s/ JOEL SLUTZKY
------------------------------------

Joel Slutzky,
Chairman of the Board and 
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed below by the following persons in
the capacities and on the dates indicated.      

Signature                               Title                          Date
---------                               -----                          ----

/s/ JOEL SLUTZKY                                                                              
- -----------------------------------    Director and Chief Executive Officer      March 2, 1999
Joel Slutzky                    (Principal Executive Officer)       

/s/ GREGORY A. MINER                                                                        
- -----------------------------------      Director, Chief Operating Officer       March 2, 1999
Gregory A. Miner                  and Chief Financial Officer        
(Principal Financial Officer)       

*                                   Director                    March 2, 1999
- -----------------------------------                                            
Kevin C. Daly                                                       

*                                   Director                    March 2, 1999
- -----------------------------------                                            
Crandall Gudmundson                                                   

*                                   Director                    March 2, 1999
- -----------------------------------                                            
Ralph R. Mickelson                                                    

*                                   Director                    March 2, 1999
- -----------------------------------                                            
Jerry F. Muench                                                    

*                                   Director                    March 2, 1999
- -----------------------------------                                            
John W. Seazholtz                                                    

*                                   Director                    March 2, 1999
- -----------------------------------                                            
Leo Wexler                                                        

*                                   Director                    March 2, 1999
- -----------------------------------    
Paul Wright               

*  By:  /s/ JOEL SLUTZKY                               
-----------------------------
Joel Slutzky,
Attorney-in-Fact