<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                               _________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ___________________

                           DAYTON HUDSON CORPORATION
             (Exact name of Registrant as specified in its charter)

          Minnesota                                              41-0215170
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

       777 Nicollet Mall
   Minneapolis, Minnesota                                        55402-2055
(Address of Principal Executive Offices)                         (Zip Code)

                           DAYTON HUDSON CORPORATION
                       DIRECTOR STOCK OPTION PLAN OF 1995
                            (Full title of the plan)

                         Stephen C. Kowalke, Treasurer
                           Dayton Hudson Corporation
                               777 Nicollet Mall
                       Minneapolis, Minnesota 55402-2055
                    (Name and address of agent for service)

                                 (612) 370-6730
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                                      Proposed            Proposed
    Title of           Amount         Maximum             Maximum          Amount of
Securities to be       to be          Offering            Aggregate       Registration
   Registered        Registered   Price Per Share(1)   Offering Price(1)      Fee
- --------------------------------------------------------------------------------------
<S>                  <C>          <C>                  <C>                <C>    
  Common Stock,
      $1.00
    par value         100,000          $68.625           $6,862,500        $2,366.38
   (including          Shares
preferred shares 
purchase rights)
- --------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the average
of the high and low sale prices per share of the Registrant's Common Stock as
reported on New York Stock Exchange consolidated transactions composite tape on
November 1, 1995.

                                       1
<PAGE>
 
                                     PART I

Pursuant to the Note to Part I of Form S-8, the information required by Items 1
and 2 of Form S-8 is not filed as part of this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, previously filed (File No. 1-6049) with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are, as of their respective dates,
incorporated in this Registration Statement by reference and made a part hereof:

(1)  The Annual Report on Form 10-K of Dayton Hudson Corporation (the "Company")
     for the fiscal year ended January 28, 1995;

(2)  The description of the Company's Common Stock contained in a registration
     statement filed pursuant to the Exchange Act, including any amendment or
     report filed for the purpose of updating such description; and

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

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in and a part of this Registration Statement from the
date of filing of 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 Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that 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 Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                       2
<PAGE>
 
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant is subject to Minnesota Statutes Chapter 302A, the Minnesota
Business Corporation Act (the "Corporation Act").  Section 302A.521 of the
Corporation Act provides, in substance, that unless prohibited by its articles
of incorporation or bylaws, a corporation must indemnify an officer or director
who is made or threatened to be made  party to a proceeding by reason of his or
her official capacity against judgments, penalties, fines, settlements and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding, if certain criteria are met.
These criteria, all of which must be met by the person seeking indemnification,
are (a) that such person has not been indemnified by another organization for
the same judgments, penalties, fines, settlements and expenses; (b) that such
person must have acted in good faith; (c) that no improper personal benefit was
obtained by such person and such person satisfied certain statutory conflicts of
interest provisions, if applicable; (d) that in the case of a criminal
proceeding, such person had no reasonable cause to believe that the conduct was
unlawful; and (e) that such person must have acted in a manner they reasonably
believed was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation.  The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors or a committee of the board who are at the
time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.

The company also maintains a director and officer insurance policy which insures
the company and its directors and officers against damages, judgments,
settlements and costs incurred by reason of certain acts of such persons in
their capacities as directors and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                       3
<PAGE>
 
ITEM 8.   EXHIBITS.
 
  EXHIBIT                     DESCRIPTION
  -------                     -----------
 
    4.1    Restated Articles of Incorporation of the Company, as 
           amended (incorporated by reference to Exhibit (3)A to 
           the Company's Annual Report on Form 10-K for the fiscal 
           year ended January 30, 1993).
 
    4.2    By-laws of the Company, as amended through September 
           13, 1995.
 
    4.3    Dayton Hudson Corporation Director Stock Option Plan 
           of 1995 (incorporated by reference to Exhibit B to the
           Company's Proxy Statement dated April 19, 1995).
 
     5     Opinion of Timothy R. Baer as to the legality of the 
           common stock offered pursuant to the stock option plan
           referred to herein.
 
   23.1    Consent of Independent Auditors.
 
   23.2    Consent of Timothy R. Baer, is contained in his opinion 
           filed as Exhibit 5 to this Registration Statement.
 
     24    Powers of Attorney.

ITEM 9.   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;

     (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 (1)(i) and (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 

                                       4
<PAGE>
 
           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; and

(4)  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.

Insofar as indemnification by the registrant 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 against the registrant 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 of 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.

                                       5
<PAGE>
 
                                   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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and the State of Minnesota, on the 31st 
day of October, 1995.

                         DAYTON HUDSON CORPORATION

                            /s/ William E. Harder
                         By_____________________________________
                              William E. Harder
                               Vice President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on the 31st day of October, 1995, by the following
persons in the capacities indicated:

/s/ Bob Ulrich
_____________________________       Chairman of the Board and Chief Executive
Bob Ulrich                          Officer (Principal Executive Officer)


/s/ Douglas A. Scovanner
_____________________________       Senior Vice President
Douglas A. Scovanner                (Principal Financial Officer)

/s/ JoAnn Bogdan
_____________________________       Controller
JoAnn Bogdan                        (Principal Accounting Officer)

RAND V. ARASKOG          |
LIVIO D. DeSIMONE        |
ROGER A. ENRICO          |
WILLIAM W. GEORGE        |
ROGER L. HALE            |
BETTY RUTH HOLLANDER     |    A majority of the
MICHELE J. HOOPER        |    Board of Directors*
MARY PATTERSON McPHERSON |
SOLOMON D. TRUJILLO      |
BOB ULRICH               |
JOHN R. WALTER           |
STEPHEN E. WATSON        |

*William E. Harder, by signing his name hereto on the 31st day of October, 
1995, does hereby sign this document on behalf of each of the above named
directors of the registrant pursuant to powers of attorney duly executed by such
persons.

                         /s/ William E. Harder 
                         ____________________________________________
                         William E. Harder, Attorney-in-Fact

                                       6
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION>  
EXHIBIT NO.                      DESCRIPTION                              PAGE
- -----------                      -----------                              ----
<C>          <S>                                                          <C>
 
   4.1       Restated Articles of Incorporation of the Company, as 
             amended (incorporated by reference to Exhibit (3)A to 
             the Company's Annual Report on Form 10-K for the fiscal
             year ended January 30, 1993).
 
   4.2       By-laws of the Company, as amended through September           8
             13, 1995.
 
   4.3       Dayton Hudson Corporation Director Stock Option Plan 
             of 1995 (incorporated by reference to Exhibit B to the 
             Company's Proxy Statement dated April 19, 1995).
 
    5        Opinion of Timothy R. Baer as to the legality of the          17
             common stock offered pursuant to the stock option plan 
             referred to herein.
 
  23.1       Consent of Independent Auditors.                              18
 
  23.2       Consent of Timothy R. Baer, is contained in his opinion 
             filed as Exhibit 5 to this Registration Statement.
 
   24        Powers of Attorney.                                           19
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15883}]
{"company-data": {"conformed-name": "DAYTON HUDSON CORP", "cik": "0000027419", "assigned-sic": "5331", "irs-number": "410215170", "state-of-incorporation": "MN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64013", "film-number": "95587632"}, "business-address": {"street1": "777 NICOLLET MALL", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123706948"}, "former-company": {"former-conformed-name": "DAYTON CORP", "date-changed": "19690728"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                               _________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ___________________

                           DAYTON HUDSON CORPORATION
             (Exact name of Registrant as specified in its charter)

          Minnesota                                              41-0215170
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

       777 Nicollet Mall
   Minneapolis, Minnesota                                        55402-2055
(Address of Principal Executive Offices)                         (Zip Code)

                           DAYTON HUDSON CORPORATION
                       DIRECTOR STOCK OPTION PLAN OF 1995
                            (Full title of the plan)

                         Stephen C. Kowalke, Treasurer
                           Dayton Hudson Corporation
                               777 Nicollet Mall
                       Minneapolis, Minnesota 55402-2055
                    (Name and address of agent for service)

                                 (612) 370-6730
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
                                      Proposed            Proposed
    Title of           Amount         Maximum             Maximum          Amount of
Securities to be       to be          Offering            Aggregate       Registration
   Registered        Registered   Price Per Share(1)   Offering Price(1)      Fee
- --------------------------------------------------------------------------------------
Common Stock,
      $1.00
    par value         100,000          $68.625           $6,862,500        $2,366.38
   (including          Shares
preferred shares 
purchase rights)
- --------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the average
of the high and low sale prices per share of the Registrant's Common Stock as
reported on New York Stock Exchange consolidated transactions composite tape on
November 1, 1995.

                                       1
PART I

Pursuant to the Note to Part I of Form S-8, the information required by Items 1
and 2 of Form S-8 is not filed as part of this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, previously filed (File No. 1-6049) with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are, as of their respective dates,
incorporated in this Registration Statement by reference and made a part hereof:

(1)  The Annual Report on Form 10-K of Dayton Hudson Corporation (the "Company")
     for the fiscal year ended January 28, 1995;

(2)  The description of the Company's Common Stock contained in a registration
     statement filed pursuant to the Exchange Act, including any amendment or
     report filed for the purpose of updating such description; and

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

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in and a part of this Registration Statement from the
date of filing of 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 Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that 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 Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                       2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant is subject to Minnesota Statutes Chapter 302A, the Minnesota
Business Corporation Act (the "Corporation Act").  Section 302A.521 of the
Corporation Act provides, in substance, that unless prohibited by its articles
of incorporation or bylaws, a corporation must indemnify an officer or director
who is made or threatened to be made  party to a proceeding by reason of his or
her official capacity against judgments, penalties, fines, settlements and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding, if certain criteria are met.
These criteria, all of which must be met by the person seeking indemnification,
are (a) that such person has not been indemnified by another organization for
the same judgments, penalties, fines, settlements and expenses; (b) that such
person must have acted in good faith; (c) that no improper personal benefit was
obtained by such person and such person satisfied certain statutory conflicts of
interest provisions, if applicable; (d) that in the case of a criminal
proceeding, such person had no reasonable cause to believe that the conduct was
unlawful; and (e) that such person must have acted in a manner they reasonably
believed was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation.  The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors or a committee of the board who are at the
time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.

The company also maintains a director and officer insurance policy which insures
the company and its directors and officers against damages, judgments,
settlements and costs incurred by reason of certain acts of such persons in
their capacities as directors and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                       3
ITEM 8.   EXHIBITS.
 
  EXHIBIT                     DESCRIPTION
  -------                     -----------
 
    4.1    Restated Articles of Incorporation of the Company, as 
           amended (incorporated by reference to Exhibit (3)A to 
           the Company's Annual Report on Form 10-K for the fiscal 
           year ended January 30, 1993).
 
    4.2    By-laws of the Company, as amended through September 
           13, 1995.
 
    4.3    Dayton Hudson Corporation Director Stock Option Plan 
           of 1995 (incorporated by reference to Exhibit B to the
           Company's Proxy Statement dated April 19, 1995).
 
     5     Opinion of Timothy R. Baer as to the legality of the 
           common stock offered pursuant to the stock option plan
           referred to herein.
 
   23.1    Consent of Independent Auditors.
 
   23.2    Consent of Timothy R. Baer, is contained in his opinion 
           filed as Exhibit 5 to this Registration Statement.
 
     24    Powers of Attorney.

ITEM 9.   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;

     (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 (1)(i) and (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 

                                       4
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; and

(4)  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.

Insofar as indemnification by the registrant 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 against the registrant 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 of 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.

                                       5
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and the State of Minnesota, on the 31st 
day of October, 1995.

                         DAYTON HUDSON CORPORATION

                            /s/ William E. Harder
                         By_____________________________________
                              William E. Harder
                               Vice President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on the 31st day of October, 1995, by the following
persons in the capacities indicated:

/s/ Bob Ulrich
_____________________________       Chairman of the Board and Chief Executive
Bob Ulrich                          Officer (Principal Executive Officer)

/s/ Douglas A. Scovanner
_____________________________       Senior Vice President
Douglas A. Scovanner                (Principal Financial Officer)

/s/ JoAnn Bogdan
_____________________________       Controller
JoAnn Bogdan                        (Principal Accounting Officer)

RAND V. ARASKOG          |
LIVIO D. DeSIMONE        |
ROGER A. ENRICO          |
WILLIAM W. GEORGE        |
ROGER L. HALE            |
BETTY RUTH HOLLANDER     |    A majority of the
MICHELE J. HOOPER        |    Board of Directors*
MARY PATTERSON McPHERSON |
SOLOMON D. TRUJILLO      |
BOB ULRICH               |
JOHN R. WALTER           |
STEPHEN E. WATSON        |

*William E. Harder, by signing his name hereto on the 31st day of October, 
1995, does hereby sign this document on behalf of each of the above named
directors of the registrant pursuant to powers of attorney duly executed by such
persons.

                         /s/ William E. Harder 
                         ____________________________________________
                         William E. Harder, Attorney-in-Fact

                                       6
EXHIBIT INDEX
EXHIBIT NO.                      DESCRIPTION                              PAGE
- -----------                      -----------                              ----
4.1       Restated Articles of Incorporation of the Company, as 
             amended (incorporated by reference to Exhibit (3)A to 
             the Company's Annual Report on Form 10-K for the fiscal
             year ended January 30, 1993).
 
   4.2       By-laws of the Company, as amended through September           8
             13, 1995.
 
   4.3       Dayton Hudson Corporation Director Stock Option Plan 
             of 1995 (incorporated by reference to Exhibit B to the 
             Company's Proxy Statement dated April 19, 1995).
 
    5        Opinion of Timothy R. Baer as to the legality of the          17
             common stock offered pursuant to the stock option plan 
             referred to herein.
 
  23.1       Consent of Independent Auditors.                              18
 
  23.2       Consent of Timothy R. Baer, is contained in his opinion 
             filed as Exhibit 5 to this Registration Statement.
 
   24        Powers of Attorney.                                           19