<PAGE>
 
  As filed with the Securities and Exchange Commission on February  21, 1997
                                                  Registration No.333-
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                           -------------------------
                                   Form S-8
                            REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                    Rochester Gas and Electric Corporation
              (Exact name of Registrant as specified in charter)

        NEW YORK                                                16-0612110
(State or other jurisdiction of                              (I.R.S. Employer
incorporation)                                              Identification No.)

                                 89 EAST AVENUE
                             ROCHESTER,  NY  14649
                                 (716) 546-2700
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                       1996 PERFORMANCE STOCK OPTION PLAN

                            (Full title of the plan)

                           --------------------------
                               DAVID C. HEILIGMAN
                     Vice President and Corporate Secretary
                     Rochester Gas and Electric Corporation
                                 89 East Avenue
                           Rochester, New York 14649
                                 (716) 546-2700

                            JOSEPH H. REYNOLDS, ESQ.
                        Nixon, Hargrave, Devans & Doyle
                          One Thomas Circle, Suite 800
                             Washington, D.C. 20005
                                 (202) 457-5300
 (Names, addresses, including zip codes, and telephone numbers, including area
                         codes, of agents for service)


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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
                                      Proposed        Proposed
                                       Amount         Maximum         Maximum         Amount of
Title of Each Class of                 to be       Offering Price     Aggregate     Registration
Securities to be Registered          Registered      Per Unit*     Offering Price*      Fee
------------------------------------------------------------------------------------------------
<S>                                <C>             <C>             <C>              <C>
Common Stock (Par Value--$5 Per
  Share).........................  2,000,000 shs.  $19.375         $38,750,000       $11,742.42
================================================================================================
</TABLE>

*These amounts are estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933 and are
based on the average of the high and low prices of the Registrant's Common Stock
as reported on the New York Stock Exchange consolidated reporting system on
February 18, 1997.
<PAGE>
 
                                     PART I

             INFORMATION  REQUIRED IN THE SECTION 10(A) PROSPECTUS


   Item 1.   Plan Information.

               The information required by Part I will be included in documents
             to be sent or given to participants.


   Item 2.   Registrant Information and Employee Plan Annual Information.

               Upon written or oral request, Rochester Gas and Electric 
             Corporation (the "Company") will provide without charge, a copy of
             all documents incorporated by reference in the Section 10 (a)
             Prospectus, and all other documents required to be delivered to
             participants pursuant to Rule 428 (b) promulgated under the
             Securities Act of 1933, as amended, (the "Securities Act"). All
             requests should be made to Rochester Gas and Electric Corporation,
             89 East Avenue, Rochester, NY 14649, attention: Corporate 
             Secretary, tel. no. (716) 546-2700.




                                      I-1
<PAGE>
 
                                    PART II

              INFORMATION  REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

            The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996 and "Description of Common Stock" contained in the
          Company's Form S-3 Registration Statement (File No.33-60753), are
          hereby incorporated by reference into this Registration Statement.

            All documents filed by the Company pursuant to Sections 13 (a), 13
          (c), 14 or 15 (d) of the Securities Exchange Act of 1934, as amended,
          (the "Exchange Act") subsequent to the date hereof and prior to the
          termination of the offering of the securities registered pursuant to
          this Registration Statement shall be deemed to be incorporated by
          reference into this Registration Statement and to be a part hereof
          from the date of filing of such documents. Any statement contained in
          a document incorporated or deemed 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 in any other subsequently filed document which also is or is deemed
          to be incorporated by reference herein modifies or supersedes such
          statement. Any such 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.

            The Common Stock of the Company is registered pursuant to Section
          12 (b) of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

            Not applicable.

Item 6.   Indemnification of Directors and Officers.

            The New York Business Corporation Law (BCL) provides that, under
          certain circumstances, directors and officers of a New York
          corporation may be indemnified against judgments, fines, amounts paid
          in settlement and reasonable expenses actually and necessarily
          incurred by them in connection with settling, or otherwise disposing
          of, suits or threatened suits, to which they are a party or threatened
          to be made a party by reason of acting in any such capacities, if such
          person acted in good faith in a manner which he reasonably believed to
          be in the best interests of the corporation, and in criminal actions
          or proceedings, in addition, had no reasonable cause to believe that
          his conduct was unlawful. The Bylaws of the Company provide for
          indemnification to the fullest extent permitted by such New York law,
          including the payment of expenses in advance of the resolution of any
          such action. The Company's Restated Certificate of Incorporation
          limits the potential personal monetary liability of the members of the
          Company's Board of Directors to the Company or its stockholders for
          certain breaches of their duty of care or other duty as a director.
          The BCL permits the purchase of liability insurance by the Company on
          behalf of officers and directors and the Company has purchased such
          insurance.

Item 7.   Exemption from Registration Claimed.

            Not applicable.

Item 8.   Exhibits.

            See Exhibit Index.



                                     II-1
<PAGE>
 
Item 9.   Undertakings.

          The Registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being 
              made of the securities registered hereby, a post-effective
              amendment to this Registration Statement:

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

              (ii) to reflect in the prospectus any facts or events arising 
                   after the effective date of this Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represents a fundamental
                   change in the information set forth in this Registration
                   Statement; and

             (iii) to include any material information with respect to the 
                   plan of distribution not previously disclosed in this
                   Registration Statement or any material change to such
                   information in this Registration Statement;

          provided, however, that the undertakings set forth in paragraphs (i)
          and (ii) above do not apply if the Registration Statement is on Form
          S-3, Form S-8 or Form F-3 and the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in this Registration Statement;
 
         (b) That, for the purpose of determining any liability under the 
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof;

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

         (d) That, for purposes of determining any liability under the 
             Securities Act, each filing of the Registrant's annual report
             pursuant to Section 13(a) or Section 15(d) of the Exchange Act
             (and, where applicable, each filing of an employee benefit plan's
             annual report pursuant to Section 15(d) of the Exchange Act) that
             is incorporated by reference in this 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; and

         (e) A statement of indemnification provisions is set forth in Item 6 
             of Part II of this Registration Statement. Insofar as
             indemnification for liabilities arising under the Securities Act
             may be permitted to directors, officers and controlling persons of
             the Registrant pursuant to these provisions, or otherwise, the
             Registrant has been advised that in the opinion of the Securities
             and Exchange Commission such indemnification is against public
             policy as expressed in the Securities Act and is, therefore,
             unenforceable. In the event that a claim for indemnification
             against such liabilities (other than the payment by the Registrant
             of expenses incurred or paid by a director, officer or controlling
             person of the Registrant in the successful defense of any action,
             suit or proceeding) is asserted by such director, officer or
             controlling person in connection with the securities being
             registered, the Registrant will, unless in the opinion of its
             counsel the matter has been settled by controlling precedent,
             submit to a court of appropriate jurisdiction the question whether
             such indemnification by it is against public policy as expressed in
             the Securities Act and will be governed by the final adjudication
             of such issue.

 

                                     II-2
<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 Rochester, State of New York on the 21st  day of
February, 1997.

                            ROCHESTER GAS AND ELECTRIC CORPORATION


                            By       /s/  ROGER W.  KOBER
                               -------------------------------------------------
                                         (Roger W. Kober)
                                        (Chairman of the Board
                                       and Chief Executive Officer)

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

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints MARK KEOGH, DANIEL J. BAIER, DAVID C. HEILIGMAN,
J. BURT STOKES and  JOSEPH H. REYNOLDS, and each of them, his 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 to this 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 they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their 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 below by the following persons in the
capacities and on the dates indicated.

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

Principal Executive Officer:


   /s/  ROGER W. KOBER               Chairman of the Board     February 21, 1997
-----------------------------         and Chief Executive  
       (Roger W. Kober)               Officer
                             
Principal Financial Officer:


   /s/   J.B. STOKES                 Senior Vice President,    February 21, 1997
-----------------------------          Corporate Services and             
      (J. Burt Stokes)                 Chief Financial Officer
                             
Principal Accounting Officer:


   /s/   DANIEL J. BAIER             Controller                February 21, 1997
-----------------------------                          
      (Daniel J. Baier)

 

                                     II-3
<PAGE>
 
     Signature                           Title                Date
     ---------                           -----                ----

Directors:

  /s/ WILLIAM BALDERSTON III           Director         February 21, 1997
--------------------------------                                        
    (William Balderston III)


  /s/   ANGELO J. CHIARELLA            Director         February 21, 1997
--------------------------------                                       
      (Angelo J. Chiarella)


  /s/   ALLAN E. DUGAN                 Director         February 21, 1997
--------------------------------                                 
       (Allan E. Dugan)


  /s/   JAY T. HOLMES                  Director         February 21, 1997
--------------------------------                              
      (Jay T. Holmes)


  /s/  SAMUEL T. HUBBARD, JR.          Director         February 21, 1997
--------------------------------                                       
    (Samuel T. Hubbard, Jr.)


  /s/  ROGER W. KOBER                  Director         February 21, 1997
--------------------------------                                  
      (Roger W. Kober)


  /s/   THEODORE L. LEVINSON           Director         February 21, 1997
--------------------------------                                         
     (Theodore L. Levinson)


  /s/  CONSTANCE M. MITCHELL           Director         February 21, 1997
--------------------------------                                       
    (Constance M. Mitchell)


  /s/   CORNELIUS J. MURPHY            Director         February 21, 1997
--------------------------------                                  
      (Cornelius J. Murphy)


  /s/   CHARLES I. PLOSSER             Director         February 21, 1997
--------------------------------                                  
       (Charles I. Plosser)


  /s/   THOMAS S. RICHARDS             Director         February 21, 1997
--------------------------------                                       
       (Thomas S. Richards)


  /s/   ARTHUR M. RICHARDSON           Director         February 21, 1997
--------------------------------                                       
     (Arthur M. Richardson)


  /s/   M. RICHARD ROSE                Director         February 21, 1997
--------------------------------                                  
       (M. Richard Rose)


  /s/  NANCY J. WOODHULL               Director         February 21, 1997
--------------------------------                                       
     (Nancy J. Woodhull)


                                     II-4
<PAGE>
 
                                 EXHIBIT INDEX


 
 
 5     -   Opinion of Nixon, Hargrave, Devans & Doyle with reference to the 
           legality of the securities registered hereunder.

23-1   -   Consent of Nixon, Hargrave, Devans & Doyle. (Included in Opinion 
           filed as Exhibit No. 5.)
 
23-2   -   Consent of Price Waterhouse.
 
24-1   -   Power of Attorney for Officers and Directors (see "Signatures").
 
99*    -   1996 Performance Stock Option Plan . (Filed as Exhibit 10-11 to the 
           Company's Form 10-K for the year ended December 31, 1996, SEC File 
           No. 1-672-2.)

_____________

*  Incorporated by reference.



                                     II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19037}]
{"company-data": {"conformed-name": "ROCHESTER GAS & ELECTRIC CORP", "cik": "0000084557", "assigned-sic": "4931", "irs-number": "160612110", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22139", "film-number": "97540622"}, "business-address": {"street1": "89 EAST AVE", "city": "ROCHESTER", "state": "NY", "zip": "14649", "phone": "7165462700"}}
As filed with the Securities and Exchange Commission on February  21, 1997
                                                  Registration No.333-
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                           -------------------------
                                   Form S-8
                            REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                    Rochester Gas and Electric Corporation
              (Exact name of Registrant as specified in charter)

        NEW YORK                                                16-0612110
(State or other jurisdiction of                              (I.R.S. Employer
incorporation)                                              Identification No.)

                                 89 EAST AVENUE
                             ROCHESTER,  NY  14649
                                 (716) 546-2700
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                       1996 PERFORMANCE STOCK OPTION PLAN

                            (Full title of the plan)

                           --------------------------
                               DAVID C. HEILIGMAN
                     Vice President and Corporate Secretary
                     Rochester Gas and Electric Corporation
                                 89 East Avenue
                           Rochester, New York 14649
                                 (716) 546-2700

                            JOSEPH H. REYNOLDS, ESQ.
                        Nixon, Hargrave, Devans & Doyle
                          One Thomas Circle, Suite 800
                             Washington, D.C. 20005
                                 (202) 457-5300
 (Names, addresses, including zip codes, and telephone numbers, including area
                         codes, of agents for service)

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

                        CALCULATION OF REGISTRATION FEE
================================================================================================
                                      Proposed        Proposed
                                       Amount         Maximum         Maximum         Amount of
Title of Each Class of                 to be       Offering Price     Aggregate     Registration
Securities to be Registered          Registered      Per Unit*     Offering Price*      Fee
------------------------------------------------------------------------------------------------
Common Stock (Par Value--$5 Per
  Share).........................  2,000,000 shs.  $19.375         $38,750,000       $11,742.42
================================================================================================
*These amounts are estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933 and are
based on the average of the high and low prices of the Registrant's Common Stock
as reported on the New York Stock Exchange consolidated reporting system on
February 18, 1997.
PART I

             INFORMATION  REQUIRED IN THE SECTION 10(A) PROSPECTUS

   Item 1.   Plan Information.

               The information required by Part I will be included in documents
             to be sent or given to participants.

   Item 2.   Registrant Information and Employee Plan Annual Information.

               Upon written or oral request, Rochester Gas and Electric 
             Corporation (the "Company") will provide without charge, a copy of
             all documents incorporated by reference in the Section 10 (a)
             Prospectus, and all other documents required to be delivered to
             participants pursuant to Rule 428 (b) promulgated under the
             Securities Act of 1933, as amended, (the "Securities Act"). All
             requests should be made to Rochester Gas and Electric Corporation,
             89 East Avenue, Rochester, NY 14649, attention: Corporate 
             Secretary, tel. no. (716) 546-2700.

                                      I-1
PART II

              INFORMATION  REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

            The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996 and "Description of Common Stock" contained in the
          Company's Form S-3 Registration Statement (File No.33-60753), are
          hereby incorporated by reference into this Registration Statement.

            All documents filed by the Company pursuant to Sections 13 (a), 13
          (c), 14 or 15 (d) of the Securities Exchange Act of 1934, as amended,
          (the "Exchange Act") subsequent to the date hereof and prior to the
          termination of the offering of the securities registered pursuant to
          this Registration Statement shall be deemed to be incorporated by
          reference into this Registration Statement and to be a part hereof
          from the date of filing of such documents. Any statement contained in
          a document incorporated or deemed 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 in any other subsequently filed document which also is or is deemed
          to be incorporated by reference herein modifies or supersedes such
          statement. Any such 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.

            The Common Stock of the Company is registered pursuant to Section
          12 (b) of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

            Not applicable.

Item 6.   Indemnification of Directors and Officers.

            The New York Business Corporation Law (BCL) provides that, under
          certain circumstances, directors and officers of a New York
          corporation may be indemnified against judgments, fines, amounts paid
          in settlement and reasonable expenses actually and necessarily
          incurred by them in connection with settling, or otherwise disposing
          of, suits or threatened suits, to which they are a party or threatened
          to be made a party by reason of acting in any such capacities, if such
          person acted in good faith in a manner which he reasonably believed to
          be in the best interests of the corporation, and in criminal actions
          or proceedings, in addition, had no reasonable cause to believe that
          his conduct was unlawful. The Bylaws of the Company provide for
          indemnification to the fullest extent permitted by such New York law,
          including the payment of expenses in advance of the resolution of any
          such action. The Company's Restated Certificate of Incorporation
          limits the potential personal monetary liability of the members of the
          Company's Board of Directors to the Company or its stockholders for
          certain breaches of their duty of care or other duty as a director.
          The BCL permits the purchase of liability insurance by the Company on
          behalf of officers and directors and the Company has purchased such
          insurance.

Item 7.   Exemption from Registration Claimed.

            Not applicable.

Item 8.   Exhibits.

            See Exhibit Index.

                                     II-1
Item 9.   Undertakings.

          The Registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being 
              made of the securities registered hereby, a post-effective
              amendment to this Registration Statement:

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

              (ii) to reflect in the prospectus any facts or events arising 
                   after the effective date of this Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represents a fundamental
                   change in the information set forth in this Registration
                   Statement; and

             (iii) to include any material information with respect to the 
                   plan of distribution not previously disclosed in this
                   Registration Statement or any material change to such
                   information in this Registration Statement;

          provided, however, that the undertakings set forth in paragraphs (i)
          and (ii) above do not apply if the Registration Statement is on Form
          S-3, Form S-8 or Form F-3 and the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in this Registration Statement;
 
         (b) That, for the purpose of determining any liability under the 
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof;

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

         (d) That, for purposes of determining any liability under the 
             Securities Act, each filing of the Registrant's annual report
             pursuant to Section 13(a) or Section 15(d) of the Exchange Act
             (and, where applicable, each filing of an employee benefit plan's
             annual report pursuant to Section 15(d) of the Exchange Act) that
             is incorporated by reference in this 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; and

         (e) A statement of indemnification provisions is set forth in Item 6 
             of Part II of this Registration Statement. Insofar as
             indemnification for liabilities arising under the Securities Act
             may be permitted to directors, officers and controlling persons of
             the Registrant pursuant to these provisions, or otherwise, the
             Registrant has been advised that in the opinion of the Securities
             and Exchange Commission such indemnification is against public
             policy as expressed in the Securities Act and is, therefore,
             unenforceable. In the event that a claim for indemnification
             against such liabilities (other than the payment by the Registrant
             of expenses incurred or paid by a director, officer or controlling
             person of the Registrant in the successful defense of any action,
             suit or proceeding) is asserted by such director, officer or
             controlling person in connection with the securities being
             registered, the Registrant will, unless in the opinion of its
             counsel the matter has been settled by controlling precedent,
             submit to a court of appropriate jurisdiction the question whether
             such indemnification by it is against public policy as expressed in
             the Securities Act and will be governed by the final adjudication
             of such issue.

 

                                     II-2
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 Rochester, State of New York on the 21st  day of
February, 1997.

                            ROCHESTER GAS AND ELECTRIC CORPORATION

                            By       /s/  ROGER W.  KOBER
                               -------------------------------------------------
                                         (Roger W. Kober)
                                        (Chairman of the Board
                                       and Chief Executive Officer)

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

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints MARK KEOGH, DANIEL J. BAIER, DAVID C. HEILIGMAN,
J. BURT STOKES and  JOSEPH H. REYNOLDS, and each of them, his 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 to this 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 they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their 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 below by the following persons in the
capacities and on the dates indicated.

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

Principal Executive Officer:

   /s/  ROGER W. KOBER               Chairman of the Board     February 21, 1997
-----------------------------         and Chief Executive  
       (Roger W. Kober)               Officer
                             
Principal Financial Officer:

   /s/   J.B. STOKES                 Senior Vice President,    February 21, 1997
-----------------------------          Corporate Services and             
      (J. Burt Stokes)                 Chief Financial Officer
                             
Principal Accounting Officer:

   /s/   DANIEL J. BAIER             Controller                February 21, 1997
-----------------------------                          
      (Daniel J. Baier)

 

                                     II-3
Signature                           Title                Date
     ---------                           -----                ----

Directors:

  /s/ WILLIAM BALDERSTON III           Director         February 21, 1997
--------------------------------                                        
    (William Balderston III)

  /s/   ANGELO J. CHIARELLA            Director         February 21, 1997
--------------------------------                                       
      (Angelo J. Chiarella)

  /s/   ALLAN E. DUGAN                 Director         February 21, 1997
--------------------------------                                 
       (Allan E. Dugan)

  /s/   JAY T. HOLMES                  Director         February 21, 1997
--------------------------------                              
      (Jay T. Holmes)

  /s/  SAMUEL T. HUBBARD, JR.          Director         February 21, 1997
--------------------------------                                       
    (Samuel T. Hubbard, Jr.)

  /s/  ROGER W. KOBER                  Director         February 21, 1997
--------------------------------                                  
      (Roger W. Kober)

  /s/   THEODORE L. LEVINSON           Director         February 21, 1997
--------------------------------                                         
     (Theodore L. Levinson)

  /s/  CONSTANCE M. MITCHELL           Director         February 21, 1997
--------------------------------                                       
    (Constance M. Mitchell)

  /s/   CORNELIUS J. MURPHY            Director         February 21, 1997
--------------------------------                                  
      (Cornelius J. Murphy)

  /s/   CHARLES I. PLOSSER             Director         February 21, 1997
--------------------------------                                  
       (Charles I. Plosser)

  /s/   THOMAS S. RICHARDS             Director         February 21, 1997
--------------------------------                                       
       (Thomas S. Richards)

  /s/   ARTHUR M. RICHARDSON           Director         February 21, 1997
--------------------------------                                       
     (Arthur M. Richardson)

  /s/   M. RICHARD ROSE                Director         February 21, 1997
--------------------------------                                  
       (M. Richard Rose)

  /s/  NANCY J. WOODHULL               Director         February 21, 1997
--------------------------------                                       
     (Nancy J. Woodhull)

                                     II-4
EXHIBIT INDEX

 
 
 5     -   Opinion of Nixon, Hargrave, Devans & Doyle with reference to the 
           legality of the securities registered hereunder.

23-1   -   Consent of Nixon, Hargrave, Devans & Doyle. (Included in Opinion 
           filed as Exhibit No. 5.)
 
23-2   -   Consent of Price Waterhouse.
 
24-1   -   Power of Attorney for Officers and Directors (see "Signatures").
 
99*    -   1996 Performance Stock Option Plan . (Filed as Exhibit 10-11 to the 
           Company's Form 10-K for the year ended December 31, 1996, SEC File 
           No. 1-672-2.)

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*  Incorporated by reference.

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