<PAGE>
 
                                                  Registration No. 333-_________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              __________________

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

                              __________________

                              THE TIMKEN COMPANY
            (Exact name of registrant as specified in its charter)

             Ohio                                        34-0577130
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    Identification No.)

               1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
          (Address of principal executive offices including zip code)


                      THE HOURLY PENSION INVESTMENT PLAN
                           (Full title of the plan)


                                Larry R. Brown
                      Vice President and General Counsel
                           1835 Dueber Avenue, S.W.
                           Canton, Ohio  44706-2798
                    (Name and address of agent for service)

                                (330) 438-3000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION>
================================================================================
                                       Proposed      Proposed
     Title of                          maximum       maximum
    securities           Amount        offering     aggregate     Amount of
       to be             to be        price per      offering    registration
   registered(1)       registered       share         price          fee
-----------------------------------------------------------------------------
<S>                  <C>             <C>           <C>           <C>
  Common Stock
without par value   150,000 shares  $ 35.65625(2)  $5,348,437.50(2)  $1,620.74
=============================================================================
</TABLE>

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered
     pursuant to The Hourly Pension Investment Plan.

(2)  Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate is
     made solely for the purpose of calculating the amount of the registration
     fee and is based on the average of the high and low prices of the Common
     Stock on the New York Stock Exchange on August 8, 1997.
<PAGE>
 
                                    PART II


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed by The Timken Company (the
"Company") or The Hourly Pension Investment Plan, as amended (the "Plan"), with
the Securities and Exchange Commission are incorporated herein by reference:

          (1) Annual Report of the Company on Form 10-K for the year ended
              December 31, 1996;

          (2) Annual Report of the Plan on Form 11-K for the year ended December
              31, 1996;

          (3) Quarterly Reports of the Company on Form 10-Q for the quarters
              ended March 31, 1997, and June 30, 1997;

          (4) Current Report of the Company on Form 8-K dated April 15, 1997;
              and

          (5) The description of the Company's common stock, without par value,
              contained in the Company's Registration Statement filed pursuant
              to Section 12 of the Securities Exchange Act of 1934 and any
              amendments and reports filed for the purpose of updating that
              description.

          All documents that shall be filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the filing of this registration statement and prior to the filing
of a post-effective amendment indicating that all securities offered under the
Plan have been sold or deregistering all securities then remaining unsold
thereunder shall be deemed to be incorporated herein by reference and shall be
deemed to be a part hereof from the date of filing thereof.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 1 of Article IV of the Company's Amended Code of Regulations
provides that the Company shall indemnify its directors, officers and employees,
and may indemnify its agents, to the fullest extent permitted by law under
prescribed conditions and subject to various qualifications. Article IV of the
Company's Amended Code of Regulations is set forth in Exhibit 4(b) hereto and is
incorporated herein by reference.

          Reference is made to Section 1701.13(E) of the Ohio Revised Code
relating to indemnification of directors, officers, employees and agents of an
Ohio corporation.

          The Company has entered into contracts with certain of its directors
and officers that indemnify them against many of the types of claims that may be
made against them. The company also maintains insurance coverage for the benefit
of directors and officers with respect to many types of claims that may be made
against them, some of which may be in addition to those described in Article IV
of the Company's Amended Code of Regulations.

ITEM 8.   EXHIBITS.

          4(a) Amended Articles of Incorporation of the Company (filed as
               Exhibit 4(a) to the Company's Registration Statement No. 333-
               02553 on Form S-8 and incorporated herein by reference)

          (b)  Amended Code of Regulations of the Company (filed as Exhibit 3.1
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1992, and incorporated herein by reference)

                                     II-1
<PAGE>
 
            (c) The Hourly Pension Investment Plan, as amended

           5    Opinion of Counsel

          23(a) Consent of Independent Auditors

            (b) Consent of Counsel (included in Exhibit 5)

          24    Power of Attorney

          UNDERTAKING:

               The undersigned registrant has submitted the Plan, and will
          submit any amendments thereto, to the Internal Revenue Service and has
          made or will make, as the case may be, all changes required by the
          Internal Revenue Service in order to qualify the Plan.

ITEM 9.   UNDERTAKINGS.

          (a)  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 (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)  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)  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

                                     II-2
<PAGE>
 
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
of the requirements for filing this registration statement 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 Canton, State of Ohio, on
this 14th day of August 1997.

                                     THE TIMKEN COMPANY


                                     By: /s/ GENE E. LITTLE     
                                         --------------------------------------
                                         Gene E. Little
                                         Vice President - Finance

                                     II-3
<PAGE>
 
          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>
*W. R. Timken, Jr.                   Chairman - Board of   August 14, 1997
---------------------------- 
 W. R. Timken, Jr.                   Directors; Director
 
*Joseph F. Toot, Jr.                 President and Chief   August 14, 1997
---------------------------- 
 Joseph F. Toot, Jr.                 Executive Officer;
                                     Director (Principal
                                     Executive Officer)
 
*Gene E. Little                      Vice President -      August 14, 1997
----------------------------
 Gene E. Little                      Finance (Principal
                                     Financial and
                                     Accounting Officer)
 
*Robert Anderson                     Director              August 14, 1997
---------------------------- 
 Robert Anderson
 
*Stanley C. Gault                    Director              August 14, 1997
---------------------------- 
 Stanley C. Gault 
 
*J. Clayburn LaForce, Jr.            Director              August 14, 1997
---------------------------- 
 J. Clayburn LaForce, Jr.
 
*Robert W. Mahoney                   Director              August 14, 1997
---------------------------- 
 Robert W. Mahoney
 
*Jay A. Precourt                     Director              August 14, 1997
----------------------------  
 Jay A. Precourt
 
*John M. Timken, Jr.                 Director              August 14, 1997
---------------------------- 
 John M. Timken, Jr.
 
*Ward J. Timken                      Director              August 14, 1997
----------------------------
 Ward J. Timken
 
*Martin D. Walker                    Director              August 14, 1997
---------------------------- 
 Martin D. Walker
 
*Charles H. West                     Director              August 14, 1997
---------------------------- 
 Charles H. West
 
*Alton W. Whitehouse                 Director              August 14, 1997
---------------------------- 
 Alton W. Whitehouse
</TABLE>

                                     II-4
<PAGE>
 
*  This registration statement has been signed on behalf of the above-named
   directors and officers of the Company by Gene E. Little, Vice President -
   Finance of the Company, as attorney-in-fact pursuant to a power of attorney
   filed with the Securities and Exchange Commission as Exhibit 24 to this
   registration statement.

                                         /s/ GENE E. LITTLE 
DATED:  August 14, 1997              By:----------------------------------------
                                         Gene E. Little, Attorney-in-Fact

                                     II-5
<PAGE>
 
     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     --------                                                                  
Plan has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Canton, State of
Ohio, on this 14th day of August 1997.


                                    THE HOURLY PENSION INVESTMENT PLAN


                                    By: /s/ GENE E. LITTLE   
                                        ---------------------------------------
                                        Gene E. Little
                                        Vice President - Finance
                                        of The Timken Company

                                     II-6
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit   
Number                 Exhibit Description   
------                 -------------------   
<S>         <C>                                                        
 4(a)       Amended Articles of Incorporation of the Company           
            (filed as Exhibit 4(a) to the Company's                    
            Registration Statement No. 333-02553 on Form S-8           
            and incorporated herein by reference)                      
                                                                       
 4(b)       Amended Code of Regulations of the Company                 
            (filed as Exhibit 3.1 to the Company's Annual              
            Report on Form 10-K for the fiscal year ended              
            December 31, 1992, and incorporated herein by              
            reference)                                                 
                                                                       
 4(c)       The Hourly Pension Investment Plan, as amended             
                                                                       
 5          Opinion of Counsel                                         
                                                                       
23(a)       Consent of Independent Auditors                            
                                                                       
23(b)       Consent of Counsel (included in Exhibit 5 hereto)          
                                                                       
24          Power of Attorney                                           
</TABLE>

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16877}]
{"company-data": {"conformed-name": "TIMKEN CO", "cik": "0000098362", "assigned-sic": "3562", "irs-number": "340577130", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33737", "film-number": "97664836"}, "business-address": {"street1": "1835 DUEBER AVE SW", "city": "CANTON", "state": "OH", "zip": "44706", "phone": "2164713000"}, "former-company": {"former-conformed-name": "TIMKEN ROLLER BEARING CO", "date-changed": "19710304"}}
Registration No. 333-_________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              __________________

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

                              __________________

                              THE TIMKEN COMPANY
            (Exact name of registrant as specified in its charter)

             Ohio                                        34-0577130
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    Identification No.)

               1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
          (Address of principal executive offices including zip code)

                      THE HOURLY PENSION INVESTMENT PLAN
                           (Full title of the plan)

                                Larry R. Brown
                      Vice President and General Counsel
                           1835 Dueber Avenue, S.W.
                           Canton, Ohio  44706-2798
                    (Name and address of agent for service)

                                (330) 438-3000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed      Proposed
     Title of                          maximum       maximum
    securities           Amount        offering     aggregate     Amount of
       to be             to be        price per      offering    registration
   registered(1)       registered       share         price          fee
-----------------------------------------------------------------------------
Common Stock
without par value   150,000 shares  $ 35.65625(2)  $5,348,437.50(2)  $1,620.74
=============================================================================
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered
     pursuant to The Hourly Pension Investment Plan.

(2)  Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate is
     made solely for the purpose of calculating the amount of the registration
     fee and is based on the average of the high and low prices of the Common
     Stock on the New York Stock Exchange on August 8, 1997.
PART II

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed by The Timken Company (the
"Company") or The Hourly Pension Investment Plan, as amended (the "Plan"), with
the Securities and Exchange Commission are incorporated herein by reference:

          (1) Annual Report of the Company on Form 10-K for the year ended
              December 31, 1996;

          (2) Annual Report of the Plan on Form 11-K for the year ended December
              31, 1996;

          (3) Quarterly Reports of the Company on Form 10-Q for the quarters
              ended March 31, 1997, and June 30, 1997;

          (4) Current Report of the Company on Form 8-K dated April 15, 1997;
              and

          (5) The description of the Company's common stock, without par value,
              contained in the Company's Registration Statement filed pursuant
              to Section 12 of the Securities Exchange Act of 1934 and any
              amendments and reports filed for the purpose of updating that
              description.

          All documents that shall be filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the filing of this registration statement and prior to the filing
of a post-effective amendment indicating that all securities offered under the
Plan have been sold or deregistering all securities then remaining unsold
thereunder shall be deemed to be incorporated herein by reference and shall be
deemed to be a part hereof from the date of filing thereof.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 1 of Article IV of the Company's Amended Code of Regulations
provides that the Company shall indemnify its directors, officers and employees,
and may indemnify its agents, to the fullest extent permitted by law under
prescribed conditions and subject to various qualifications. Article IV of the
Company's Amended Code of Regulations is set forth in Exhibit 4(b) hereto and is
incorporated herein by reference.

          Reference is made to Section 1701.13(E) of the Ohio Revised Code
relating to indemnification of directors, officers, employees and agents of an
Ohio corporation.

          The Company has entered into contracts with certain of its directors
and officers that indemnify them against many of the types of claims that may be
made against them. The company also maintains insurance coverage for the benefit
of directors and officers with respect to many types of claims that may be made
against them, some of which may be in addition to those described in Article IV
of the Company's Amended Code of Regulations.

ITEM 8.   EXHIBITS.

          4(a) Amended Articles of Incorporation of the Company (filed as
               Exhibit 4(a) to the Company's Registration Statement No. 333-
               02553 on Form S-8 and incorporated herein by reference)

          (b)  Amended Code of Regulations of the Company (filed as Exhibit 3.1
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1992, and incorporated herein by reference)

                                     II-1
(c) The Hourly Pension Investment Plan, as amended

           5    Opinion of Counsel

          23(a) Consent of Independent Auditors

            (b) Consent of Counsel (included in Exhibit 5)

          24    Power of Attorney

          UNDERTAKING:

               The undersigned registrant has submitted the Plan, and will
          submit any amendments thereto, to the Internal Revenue Service and has
          made or will make, as the case may be, all changes required by the
          Internal Revenue Service in order to qualify the Plan.

ITEM 9.   UNDERTAKINGS.

          (a)  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 (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)  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)  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

                                     II-2
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
of the requirements for filing this registration statement 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 Canton, State of Ohio, on
this 14th day of August 1997.

                                     THE TIMKEN COMPANY

                                     By: /s/ GENE E. LITTLE     
                                         --------------------------------------
                                         Gene E. Little
                                         Vice President - Finance

                                     II-3
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
      ----------                           -----               ----
*W. R. Timken, Jr.                   Chairman - Board of   August 14, 1997
---------------------------- 
 W. R. Timken, Jr.                   Directors; Director
 
*Joseph F. Toot, Jr.                 President and Chief   August 14, 1997
---------------------------- 
 Joseph F. Toot, Jr.                 Executive Officer;
                                     Director (Principal
                                     Executive Officer)
 
*Gene E. Little                      Vice President -      August 14, 1997
----------------------------
 Gene E. Little                      Finance (Principal
                                     Financial and
                                     Accounting Officer)
 
*Robert Anderson                     Director              August 14, 1997
---------------------------- 
 Robert Anderson
 
*Stanley C. Gault                    Director              August 14, 1997
---------------------------- 
 Stanley C. Gault 
 
*J. Clayburn LaForce, Jr.            Director              August 14, 1997
---------------------------- 
 J. Clayburn LaForce, Jr.
 
*Robert W. Mahoney                   Director              August 14, 1997
---------------------------- 
 Robert W. Mahoney
 
*Jay A. Precourt                     Director              August 14, 1997
----------------------------  
 Jay A. Precourt
 
*John M. Timken, Jr.                 Director              August 14, 1997
---------------------------- 
 John M. Timken, Jr.
 
*Ward J. Timken                      Director              August 14, 1997
----------------------------
 Ward J. Timken
 
*Martin D. Walker                    Director              August 14, 1997
---------------------------- 
 Martin D. Walker
 
*Charles H. West                     Director              August 14, 1997
---------------------------- 
 Charles H. West
 
*Alton W. Whitehouse                 Director              August 14, 1997
---------------------------- 
 Alton W. Whitehouse
II-4
*  This registration statement has been signed on behalf of the above-named
   directors and officers of the Company by Gene E. Little, Vice President -
   Finance of the Company, as attorney-in-fact pursuant to a power of attorney
   filed with the Securities and Exchange Commission as Exhibit 24 to this
   registration statement.

                                         /s/ GENE E. LITTLE 
DATED:  August 14, 1997              By:----------------------------------------
                                         Gene E. Little, Attorney-in-Fact

                                     II-5
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     --------                                                                  
Plan has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Canton, State of
Ohio, on this 14th day of August 1997.

                                    THE HOURLY PENSION INVESTMENT PLAN

                                    By: /s/ GENE E. LITTLE   
                                        ---------------------------------------
                                        Gene E. Little
                                        Vice President - Finance
                                        of The Timken Company

                                     II-6
EXHIBIT INDEX
Exhibit   
Number                 Exhibit Description   
------                 -------------------
4(a)       Amended Articles of Incorporation of the Company           
            (filed as Exhibit 4(a) to the Company's                    
            Registration Statement No. 333-02553 on Form S-8           
            and incorporated herein by reference)                      
                                                                       
 4(b)       Amended Code of Regulations of the Company                 
            (filed as Exhibit 3.1 to the Company's Annual              
            Report on Form 10-K for the fiscal year ended              
            December 31, 1992, and incorporated herein by              
            reference)                                                 
                                                                       
 4(c)       The Hourly Pension Investment Plan, as amended             
                                                                       
 5          Opinion of Counsel                                         
                                                                       
23(a)       Consent of Independent Auditors                            
                                                                       
23(b)       Consent of Counsel (included in Exhibit 5 hereto)          
                                                                       
24          Power of Attorney
II-7