<PAGE>   1
              As filed with the Securities and Exchange Commission
                             on September 29, 1998

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                  Staples, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                             04-2896127
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


            One Research Drive, Westborough, Massachusetts 01581-5114
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                 STAPLES, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                 -----------------------------------------------
                            (Full title of the plans)


                                 John J. Mahoney
             Executive Vice President, Chief Administrative Officer
                           and Chief Financial Officer
                                  Staples, Inc.
                               One Research Drive
                      Westborough, Massachusetts 01581-5114
                     ---------------------------------------
                     (Name and address of agent for service)


                                 (508) 370-8500
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                     <C>           <C>             <C>                <C>
--------------------------------------------------------------------------------------
Title of Securities to  Amount to be  Proposed        Proposed           Amount of
be Registered           Registered    Maximum         Maximum            Registration
                                      Offering Price  Aggregate          Fee (1)
                                      Per Share (1)   Offering Price(1)
--------------------------------------------------------------------------------------
Common Stock,           4,000,000     $29.5625        $118,250,000       $34,883.75
$.0006 par value        shares
--------------------------------------------------------------------------------------
</TABLE>


(1)  Estimated solely for the purpose of calculating the registration fee, and
     based on the average of the high and low prices of the Common Stock as
     reported by the Nasdaq National Market on September 25, 1998, in accordance
     with Rules 457(c) and (h) of the Securities Act of 1933, as amended.



                               Page 1 of 13 pages.
                         Exhibit Index begins on page 9.

<PAGE>   2
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Staples, Inc. 1998 Employee Stock Purchase Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Staples, Inc., a Delaware corporation (the "Company" or the
"Registrant"), is subject to the informational and reporting requirements of
Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's latest annual report filed pursuant to
         Sections 13(a) or 15(d) of the Exchange Act or the latest prospectus
         filed pursuant to Rule 424(b) under the Securities Act that contains
         audited financial statements for the Registrant's latest fiscal year
         for which such statements have been filed.

                  (2) All other reports filed pursuant to Sections 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the document referred to in (1) above.

                  (3) The description of the Common Stock, $.0006 par value per
         share of the Registrant ("Common Stock"), contained in a registration
         statement filed under the Exchange Act, including any amendment or
         report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

         Item 4. DESCRIPTION OF SECURITIES.

         Not applicable.



                                       -2-

<PAGE>   3
         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

         Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances. The Company's Restated
Certificate of Incorporation, as amended, provides that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law.

         The Company's Restated Certificate of Incorporation also provides that
no director shall be liable to the Company or its stockholders for monetary
damages for breach of his fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction in which the
director derived an improper personal benefit.

         The Amended and Restated By-Laws of the Company contain provisions to
the effect that each director, officer and employee of the Company shall be
indemnified by the Company against liabilities and expenses in connection with
any legal proceedings to which he may be made a party or with which he may
become involved or threatened by reason of having been an officer, director or
employee of the Company or of any other organization at the request of the
Company. The provisions include indemnification with respect to matters covered
by a settlement. Any such indemnification shall be made only if the Board of
Directors determines by a majority vote of a quorum consisting of disinterested
directors (or, if such quorum is not obtainable, or if the Board of Directors
directs, by independent legal counsel) or by stockholders, that indemnification
is proper in the circumstances because the person seeking indemnification has
met applicable standards of conduct. It must be determined that the director,
officer or employee acted in good faith with the



                                       -3-

<PAGE>   4
reasonable belief that his action was in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful.

         The Company has a directors and officers liability policy that insures
the Company's officers and directors against certain liabilities.

         Item 7.        EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         Item 8.        EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

         Item 9.        UNDERTAKINGS.

         1.       The Registrant hereby undertakes:

                  (a)   To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                        (i)    To include, if required, any prospectus required
                               by Section 10(a)(3) of the Securities Act;

                        (ii)   To reflect in the prospectus any facts or events
                               arising after the effective date of the
                               registration statement (or the most recent
                               post-effective amendment thereof) which,
                               individually or in the aggregate, represent a
                               fundamental change in the information set forth
                               in the registration statement; and

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

         PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
         registration statement is on Form S-3 or Form S-8, and the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.



                                       -4-

<PAGE>   5
                  (b)   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
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c)   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.

         2.       The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 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.



                                       -5-

<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Westborough, Commonwealth of Massachusetts, on
September 29, 1998.

                                       STAPLES, INC.

                                       By: /s/ Thomas G. Stemberg
                                           -------------------------------------
                                           Thomas G. Stemberg
                                           Chairman of the Board,
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Staples, Inc. hereby severally constitute Thomas G. Stemberg, John
J. Mahoney, and Patrick J. Rondeau, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Staples, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.



                                       -6-

<PAGE>   7
         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the 29th day of September, 1998.

       Signatures                                   Capacity
       ----------                                   --------

/s/ Thomas G. Stemberg                 Chairman of the Board,
-------------------------              President and Chief Executive Officer
Thomas G. Stemberg                     (Principal Executive Officer)


/s/ John J. Mahoney                    Executive Vice President - Finance
-------------------------              and Chief Financial Officer
John J. Mahoney                        (Principal Financial Officer)


/s/ Robert K. Mayerson                 Senior Vice President
-------------------------              and Corporate Controller
Robert K. Mayerson                     (Principal Accounting Officer)


/s/ Basil L. Anderson                  Director
-------------------------
Basil L. Anderson


/s/ Mary Elizabeth Burton              Director
-------------------------
Mary Elizabeth Burton


/s/ W. Lawrence Heisey                 Director
-------------------------
W. Lawrence Heisey


/s/ James L. Moody, Jr.                Director
-------------------------
James L. Moody, Jr.


/s/ Rowland T. Moriarty                Director
-------------------------
Rowland T. Moriarty



                                       -7-

<PAGE>   8
/s/ Robert C. Nakasone                 Director
-------------------------
Robert C. Nakasone


/s/ W. Mitt Romney                     Director
-------------------------
W. Mitt Romney


/s/ Martin Trust                       Director
-------------------------
Martin Trust


/s/ Paul F. Walsh                      Director
-------------------------
Paul F. Walsh



                                       -8-


<PAGE>   9
                                  EXHIBIT INDEX

Exhibit
Number                          Exhibit
-------                         -------

 5.1              Opinion of Hale and Dorr LLP

23.1              Consent of Hale and Dorr LLP (included in
                  Exhibit 5.1)

23.2              Consent of Ernst & Young LLP

23.3              Consent of Kupferberg, Goldberg & Neimark, LLC

24.1              Power of Attorney (included in the signature pages of this
                  Registration Statement)



                                       -9-
[{"type": "S-8", "sequence": "1", "description": "STAPLES, INC.", "secsgml_size_bytes": 17979}]
{"company-data": {"conformed-name": "STAPLES INC", "cik": "0000791519", "assigned-sic": "5940", "irs-number": "042896127", "state-of-incorporation": "DE", "fiscal-year-end": "0127"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64545", "film-number": "98717267"}, "business-address": {"street1": "ONE RESEARCH DR", "street2": "P O BOX 9328", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "5083708500"}}
1
              As filed with the Securities and Exchange Commission
                             on September 29, 1998

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  Staples, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                             04-2896127
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

            One Research Drive, Westborough, Massachusetts 01581-5114
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                 STAPLES, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                 -----------------------------------------------
                            (Full title of the plans)

                                 John J. Mahoney
             Executive Vice President, Chief Administrative Officer
                           and Chief Financial Officer
                                  Staples, Inc.
                               One Research Drive
                      Westborough, Massachusetts 01581-5114
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (508) 370-8500
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------
Title of Securities to  Amount to be  Proposed        Proposed           Amount of
be Registered           Registered    Maximum         Maximum            Registration
                                      Offering Price  Aggregate          Fee (1)
                                      Per Share (1)   Offering Price(1)
--------------------------------------------------------------------------------------
Common Stock,           4,000,000     $29.5625        $118,250,000       $34,883.75
$.0006 par value        shares
--------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based on the average of the high and low prices of the Common Stock as
     reported by the Nasdaq National Market on September 25, 1998, in accordance
     with Rules 457(c) and (h) of the Securities Act of 1933, as amended.

                               Page 1 of 13 pages.
                         Exhibit Index begins on page 9.
2
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Staples, Inc. 1998 Employee Stock Purchase Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Staples, Inc., a Delaware corporation (the "Company" or the
"Registrant"), is subject to the informational and reporting requirements of
Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's latest annual report filed pursuant to
         Sections 13(a) or 15(d) of the Exchange Act or the latest prospectus
         filed pursuant to Rule 424(b) under the Securities Act that contains
         audited financial statements for the Registrant's latest fiscal year
         for which such statements have been filed.

                  (2) All other reports filed pursuant to Sections 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the document referred to in (1) above.

                  (3) The description of the Common Stock, $.0006 par value per
         share of the Registrant ("Common Stock"), contained in a registration
         statement filed under the Exchange Act, including any amendment or
         report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

         Item 4. DESCRIPTION OF SECURITIES.

         Not applicable.

                                       -2-
3
         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

         Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances. The Company's Restated
Certificate of Incorporation, as amended, provides that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law.

         The Company's Restated Certificate of Incorporation also provides that
no director shall be liable to the Company or its stockholders for monetary
damages for breach of his fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction in which the
director derived an improper personal benefit.

         The Amended and Restated By-Laws of the Company contain provisions to
the effect that each director, officer and employee of the Company shall be
indemnified by the Company against liabilities and expenses in connection with
any legal proceedings to which he may be made a party or with which he may
become involved or threatened by reason of having been an officer, director or
employee of the Company or of any other organization at the request of the
Company. The provisions include indemnification with respect to matters covered
by a settlement. Any such indemnification shall be made only if the Board of
Directors determines by a majority vote of a quorum consisting of disinterested
directors (or, if such quorum is not obtainable, or if the Board of Directors
directs, by independent legal counsel) or by stockholders, that indemnification
is proper in the circumstances because the person seeking indemnification has
met applicable standards of conduct. It must be determined that the director,
officer or employee acted in good faith with the

                                       -3-
4
reasonable belief that his action was in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful.

         The Company has a directors and officers liability policy that insures
the Company's officers and directors against certain liabilities.

         Item 7.        EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         Item 8.        EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

         Item 9.        UNDERTAKINGS.

         1.       The Registrant hereby undertakes:

                  (a)   To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                        (i)    To include, if required, any prospectus required
                               by Section 10(a)(3) of the Securities Act;

                        (ii)   To reflect in the prospectus any facts or events
                               arising after the effective date of the
                               registration statement (or the most recent
                               post-effective amendment thereof) which,
                               individually or in the aggregate, represent a
                               fundamental change in the information set forth
                               in the registration statement; and

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

         PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
         registration statement is on Form S-3 or Form S-8, and the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

                                       -4-
5
                  (b)   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
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c)   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.

         2.       The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 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.

                                       -5-
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Westborough, Commonwealth of Massachusetts, on
September 29, 1998.

                                       STAPLES, INC.

                                       By: /s/ Thomas G. Stemberg
                                           -------------------------------------
                                           Thomas G. Stemberg
                                           Chairman of the Board,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Staples, Inc. hereby severally constitute Thomas G. Stemberg, John
J. Mahoney, and Patrick J. Rondeau, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Staples, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

                                       -6-
7
         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the 29th day of September, 1998.

       Signatures                                   Capacity
       ----------                                   --------

/s/ Thomas G. Stemberg                 Chairman of the Board,
-------------------------              President and Chief Executive Officer
Thomas G. Stemberg                     (Principal Executive Officer)

/s/ John J. Mahoney                    Executive Vice President - Finance
-------------------------              and Chief Financial Officer
John J. Mahoney                        (Principal Financial Officer)

/s/ Robert K. Mayerson                 Senior Vice President
-------------------------              and Corporate Controller
Robert K. Mayerson                     (Principal Accounting Officer)

/s/ Basil L. Anderson                  Director
-------------------------
Basil L. Anderson

/s/ Mary Elizabeth Burton              Director
-------------------------
Mary Elizabeth Burton

/s/ W. Lawrence Heisey                 Director
-------------------------
W. Lawrence Heisey

/s/ James L. Moody, Jr.                Director
-------------------------
James L. Moody, Jr.

/s/ Rowland T. Moriarty                Director
-------------------------
Rowland T. Moriarty

                                       -7-
8
/s/ Robert C. Nakasone                 Director
-------------------------
Robert C. Nakasone

/s/ W. Mitt Romney                     Director
-------------------------
W. Mitt Romney

/s/ Martin Trust                       Director
-------------------------
Martin Trust

/s/ Paul F. Walsh                      Director
-------------------------
Paul F. Walsh

                                       -8-
9
                                  EXHIBIT INDEX

Exhibit
Number                          Exhibit
-------                         -------

 5.1              Opinion of Hale and Dorr LLP

23.1              Consent of Hale and Dorr LLP (included in
                  Exhibit 5.1)

23.2              Consent of Ernst & Young LLP

23.3              Consent of Kupferberg, Goldberg & Neimark, LLC

24.1              Power of Attorney (included in the signature pages of this
                  Registration Statement)

                                       -9-