<PAGE>
 
                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               EXIDE CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                 23-0552730
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                    EXIDE CORPORATION 1997 STOCK OPTION PLAN
                              (Full title of plan)


                               BERNARD F. STEWART
                    EXECUTIVE VICE PRESIDENT - LEGAL AFFAIRS
                               EXIDE CORPORATION
                           1400 NORTH WOODWARD AVENUE
                        BLOOMFIELD HILLS, MICHIGAN 48304
                    (Name and address of agent for service)

                                 (248) 258-0080
         (Telephone number, including area code, of agent for service)

                                 WITH COPY TO:

                               CARTER W. EMERSON
                                KIRKLAND & ELLIS
                            200 EAST RANDOLPH DRIVE
                            CHICAGO, ILLINOIS 60601
                                 (312) 861-2052


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
 Title of Securities                                Proposed Maximum Offering        Proposed maximum           Amount of     
  to be Registered     Amount to be Registered(1)      Price Per Unit(2)         Aggregate Offering Price(1)    Registration Fee 
---------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                          <C>                          <C>                            <C>
Common Stock,               
$.01 par value              2,000,000 Shares                 $22.25                     $44,500,000                $14,833.33
=================================================================================================================================
</TABLE>

(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
    Statement shall be deemed to cover an indeterminate number of additional
    shares of Common Stock issuable in the event the number of outstanding
    shares of the Company is increased by split-up, reclassification, stock
    dividend or the like.

(2) Estimated solely for the purpose of computing the registration fee pursuant
    to Securities and Exchange Commission Rule 457(c).

 
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The documents containing information specified in Part I will be sent or given
to employees as specified by Rule 428.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  -  INCORPORATION OF DOCUMENTS BY REFERENCE
            ---------------------------------------

  The following documents filed with the Commission (File No. 1-11263) are
incorporated herein by reference:

   (i) the Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1997;

   (ii) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 29 1997; and

   (iii) the description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (File No. 33-56581) filed on November 23,
1994.

  All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Shares made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any 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.

  The Company will provide without charge to each person to whom this Prospectus
is delivered, upon the written or oral request of such person, a copy of any or
all of the documents which have been incorporated by reference in this
Prospectus, other than exhibits to such documents not specifically described
above. Requests for such documents should be directed to Bernard F. Stewart,
Executive Vice President - Legal Affairs, Exide Corporation, 1400 North Woodward
Avenue, Bloomfield Hills, Michigan 48304, telephone (248) 258-0080.


ITEM 4.  -  DESCRIPTION OF SECURITIES
            -------------------------

  Not applicable.


ITEM 5.  -  INTERESTS OF NAMED EXPERTS AND COUNSEL
            --------------------------------------

  None.


ITEM 6.  -  INDEMNIFICATION OF DIRECTORS AND OFFICERS
            -----------------------------------------

  Section 145 of the Delaware General Corporation Law (the "DGCL") provides, in
effect, that any person made a party to any action by reason of the fact that he
is or was a director, officer, employee or agent of the Company may, and in
certain cases must, be indemnified by the Company against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement and reasonable
expenses (including attorneys' fees) incurred by him as a result of such 

                                      -1-
<PAGE>
 
action. In the case of a derivative action, such person must be indemnified
against expenses (including attorneys' fees). In either type of action the
person must have acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Company. This indemnification
does not apply, in a derivative action, to matters as to which it is adjudged
that the director, officer, employee or agent is liable to the Company, unless
upon court order it is determined that, despite such adjudication of liability,
but in view of all the circumstances of the case, such director, officer,
employee or agent is fairly and reasonably entitled to indemnity for expenses.
In a non-derivative action this indemnification does not apply to any criminal
proceeding in which such person had reasonable cause to believe his conduct was
unlawful.

  Article Tenth of the Company's Restated Certificate of Incorporation and
Article V of the Company's Restated Bylaws provide that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL as currently in effect or as
the same may be amended (but only to provide fuller indemnification) in the
future.

  Article Ninth of the Company's Restated Certificate of Incorporation provides
that to the fullest extent permitted by the DGCL, a director of the Company
shall not be liable to the Company or its stockholders for monetary damages for
a breach of fiduciary duty as a director.


ITEM 7.  -  EXEMPTION FROM REGISTRATION CLAIMED
            -----------------------------------

  Not Applicable.


ITEM 8.  -  EXHIBITS
            --------

4.1   Restated Certificate of Incorporation of the Company, incorporated by
      reference from Exhibit 4.2 to the Company's Registration Statement on Form
      S-3 (Registration No. 333-00885), as amended.

4.2   Restated Bylaws of the Company, incorporated by reference from Exhibit 3.2
      to the Company's Registration Statement on Form S-1 (File No. 33-68016),
      as amended.

5     Opinion of Kirkland & Ellis

23.1  Consent of Arthur Andersen LLP

23.2  Consent by Kirkland & Ellis (included in Exhibit 5)

24    Power of Attorney (included on signature page)

99.1  Exide Corporation 1997 Stock Option Plan


ITEM 9.  -  UNDERTAKINGS
            ------------

  (a)  Rule 415 Offering

           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;

                                      -2-
<PAGE>
 
          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement;

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the 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 Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

  (b) Filings Incorporating Subsequent Exchange Act Documents By Reference

  The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

  (c) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8

  Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 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 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 the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Reading, State of Pennsylvania on the 31st day of
October, 1997.

                                      EXIDE CORPORATION


                                      By:  /s/ ALAN E. GAUTHIER
                                           ------------------------
                                           EXECUTIVE VICE PRESIDENT

                                      -3-
<PAGE>
 
                               POWER OF ATTORNEY


  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bernard F. Stewart and Alan E. Gauthier and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933 this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
         SIGNATURE                                  TITLE                             DATE
         ---------                                  -----                             ----
<S>                              <C>                                             <C>
  /s/ ARTHUR M. HAWKINS          Chairman of the Board, President, Chief         October 31, 1997
------------------------------   Executive Officer and Director (Principal
      Arthur M. Hawkins          Executive Officer)
 
  /s/ ALAN E. GAUTHIER           Executive Vice President and Chief Financial    October 31, 1997
------------------------------   Officer (Principal Financial Officer and
      Alan E. Gauthier           Principal Accounting Officer) and Director
 
  /s/ DOUGLAS N. PEARSON         Executive Vice President and President,         October 31, 1997
------------------------------   North American Operations and Director
      Douglas N. Pearson               
 
  /s/ EARL DOLIVE                Director                                        October 31, 1997
------------------------------
      Earl Dolive
 
  /s/ ROBERT H. IRWIN            Director                                        October 31, 1997
------------------------------
      Robert H. Irwin
 
  /s/ THOMAS J. REILLY, JR.      Director                                        October 31, 1997
------------------------------
      Thomas J. Reilly, Jr.
 
  /s/ ARTHUR R. TAYLOR           Director                                        October 31, 1997
------------------------------
      Arthur R. Taylor
 
  /s/ JAMES T. WATSON            Director                                        October 31, 1997
------------------------------
       James T. Watson

</TABLE>

                                      -4-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16328}]
{"company-data": {"conformed-name": "EXIDE CORP", "cik": "0000813781", "assigned-sic": "3690", "irs-number": "230552730", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39269", "film-number": "97706084"}, "business-address": {"street1": "1400 N WOODLAND AVE", "city": "BLOOMFIELD HILL", "state": "MI", "zip": "48304", "phone": "8102580080"}}
Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               EXIDE CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                 23-0552730
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                    EXIDE CORPORATION 1997 STOCK OPTION PLAN
                              (Full title of plan)

                               BERNARD F. STEWART
                    EXECUTIVE VICE PRESIDENT - LEGAL AFFAIRS
                               EXIDE CORPORATION
                           1400 NORTH WOODWARD AVENUE
                        BLOOMFIELD HILLS, MICHIGAN 48304
                    (Name and address of agent for service)

                                 (248) 258-0080
         (Telephone number, including area code, of agent for service)

                                 WITH COPY TO:

                               CARTER W. EMERSON
                                KIRKLAND & ELLIS
                            200 EAST RANDOLPH DRIVE
                            CHICAGO, ILLINOIS 60601
                                 (312) 861-2052

                        CALCULATION OF REGISTRATION FEE
=================================================================================================================================
 Title of Securities                                Proposed Maximum Offering        Proposed maximum           Amount of     
  to be Registered     Amount to be Registered(1)      Price Per Unit(2)         Aggregate Offering Price(1)    Registration Fee 
---------------------------------------------------------------------------------------------------------------------------------
Common Stock,               
$.01 par value              2,000,000 Shares                 $22.25                     $44,500,000                $14,833.33
=================================================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
    Statement shall be deemed to cover an indeterminate number of additional
    shares of Common Stock issuable in the event the number of outstanding
    shares of the Company is increased by split-up, reclassification, stock
    dividend or the like.

(2) Estimated solely for the purpose of computing the registration fee pursuant
    to Securities and Exchange Commission Rule 457(c).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The documents containing information specified in Part I will be sent or given
to employees as specified by Rule 428.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  -  INCORPORATION OF DOCUMENTS BY REFERENCE
            ---------------------------------------

  The following documents filed with the Commission (File No. 1-11263) are
incorporated herein by reference:

   (i) the Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1997;

   (ii) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 29 1997; and

   (iii) the description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (File No. 33-56581) filed on November 23,
1994.

  All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Shares made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any 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.

  The Company will provide without charge to each person to whom this Prospectus
is delivered, upon the written or oral request of such person, a copy of any or
all of the documents which have been incorporated by reference in this
Prospectus, other than exhibits to such documents not specifically described
above. Requests for such documents should be directed to Bernard F. Stewart,
Executive Vice President - Legal Affairs, Exide Corporation, 1400 North Woodward
Avenue, Bloomfield Hills, Michigan 48304, telephone (248) 258-0080.

ITEM 4.  -  DESCRIPTION OF SECURITIES
            -------------------------

  Not applicable.

ITEM 5.  -  INTERESTS OF NAMED EXPERTS AND COUNSEL
            --------------------------------------

  None.

ITEM 6.  -  INDEMNIFICATION OF DIRECTORS AND OFFICERS
            -----------------------------------------

  Section 145 of the Delaware General Corporation Law (the "DGCL") provides, in
effect, that any person made a party to any action by reason of the fact that he
is or was a director, officer, employee or agent of the Company may, and in
certain cases must, be indemnified by the Company against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement and reasonable
expenses (including attorneys' fees) incurred by him as a result of such 

                                      -1-
action. In the case of a derivative action, such person must be indemnified
against expenses (including attorneys' fees). In either type of action the
person must have acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Company. This indemnification
does not apply, in a derivative action, to matters as to which it is adjudged
that the director, officer, employee or agent is liable to the Company, unless
upon court order it is determined that, despite such adjudication of liability,
but in view of all the circumstances of the case, such director, officer,
employee or agent is fairly and reasonably entitled to indemnity for expenses.
In a non-derivative action this indemnification does not apply to any criminal
proceeding in which such person had reasonable cause to believe his conduct was
unlawful.

  Article Tenth of the Company's Restated Certificate of Incorporation and
Article V of the Company's Restated Bylaws provide that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL as currently in effect or as
the same may be amended (but only to provide fuller indemnification) in the
future.

  Article Ninth of the Company's Restated Certificate of Incorporation provides
that to the fullest extent permitted by the DGCL, a director of the Company
shall not be liable to the Company or its stockholders for monetary damages for
a breach of fiduciary duty as a director.

ITEM 7.  -  EXEMPTION FROM REGISTRATION CLAIMED
            -----------------------------------

  Not Applicable.

ITEM 8.  -  EXHIBITS
            --------

4.1   Restated Certificate of Incorporation of the Company, incorporated by
      reference from Exhibit 4.2 to the Company's Registration Statement on Form
      S-3 (Registration No. 333-00885), as amended.

4.2   Restated Bylaws of the Company, incorporated by reference from Exhibit 3.2
      to the Company's Registration Statement on Form S-1 (File No. 33-68016),
      as amended.

5     Opinion of Kirkland & Ellis

23.1  Consent of Arthur Andersen LLP

23.2  Consent by Kirkland & Ellis (included in Exhibit 5)

24    Power of Attorney (included on signature page)

99.1  Exide Corporation 1997 Stock Option Plan

ITEM 9.  -  UNDERTAKINGS
            ------------

  (a)  Rule 415 Offering

           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;

                                      -2-
(ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement;

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the 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 Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

  (b) Filings Incorporating Subsequent Exchange Act Documents By Reference

  The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

  (c) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8

  Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 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 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 the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Reading, State of Pennsylvania on the 31st day of
October, 1997.

                                      EXIDE CORPORATION

                                      By:  /s/ ALAN E. GAUTHIER
                                           ------------------------
                                           EXECUTIVE VICE PRESIDENT

                                      -3-
POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bernard F. Stewart and Alan E. Gauthier and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933 this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                  TITLE                             DATE
         ---------                                  -----                             ----
/s/ ARTHUR M. HAWKINS          Chairman of the Board, President, Chief         October 31, 1997
------------------------------   Executive Officer and Director (Principal
      Arthur M. Hawkins          Executive Officer)
 
  /s/ ALAN E. GAUTHIER           Executive Vice President and Chief Financial    October 31, 1997
------------------------------   Officer (Principal Financial Officer and
      Alan E. Gauthier           Principal Accounting Officer) and Director
 
  /s/ DOUGLAS N. PEARSON         Executive Vice President and President,         October 31, 1997
------------------------------   North American Operations and Director
      Douglas N. Pearson               
 
  /s/ EARL DOLIVE                Director                                        October 31, 1997
------------------------------
      Earl Dolive
 
  /s/ ROBERT H. IRWIN            Director                                        October 31, 1997
------------------------------
      Robert H. Irwin
 
  /s/ THOMAS J. REILLY, JR.      Director                                        October 31, 1997
------------------------------
      Thomas J. Reilly, Jr.
 
  /s/ ARTHUR R. TAYLOR           Director                                        October 31, 1997
------------------------------
      Arthur R. Taylor
 
  /s/ JAMES T. WATSON            Director                                        October 31, 1997
------------------------------
       James T. Watson
-4-