<PAGE>   1
 
     As filed with the Securities and Exchange Commission on August 1, 1995
                                                            Registration No. 33-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      
                                   FORM S-8
                                      
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
                                      
                          COMMERCIAL INTERTECH CORP.
            (Exact name of registrant as specified in its charter)

             Ohio                                         34-0159880
(State or other jurisdiction                           (IRS Employer
of incorporation or organization)                   Identification Number)

                  1775 Logan Avenue, Youngstown, Ohio 44501
         (Address of Principal Executive Offices including Zip Code)
                                      
        Commercial Intertech Corp. Stock Option and Award Plan of 1995
                             (Full title of plan)
                                      
                            Gilbert M. Manchester
                          Commercial Intertech Corp.
               1775 Logan Avenue, Youngstown, Ohio  44501-0239
                                (216) 746-8011
          (Name, address and telephone number of agent for service)
                                      
                               With a copy to:

                           Herbert S. Wander, P.C.
                            Katten Muchin & Zavis
                            525 West Monroe Street
                                  Suite 1600
                           Chicago, Illinois 60661
                                (312) 902-5200

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                       Proposed maximum          Proposed maximum
            Title of securities        Amount to be     offering price          aggregate offering            Amount of
             to be registered          registered(1)     per share(2)                price(2)             registration fee
---------------------------------------------------------------------------------------------------------------------------
 <S>                                  <C>                   <C>                    <C>                        <C>
 Common Stock ($1.00 par value)       750,000 shares        $18.01                 $13,507,500                $4,657.76
===========================================================================================================================
</TABLE>                                             

(1) Includes an indeterminate number of shares of Commercial Intertech Corp.
    Common Stock that may be issuable by reason of stock splits, stock
    dividends or similar transactions.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the proposed
    maximum offering price per share is the average of the high and low sales
    prices of Commercial Intertech Corp. Common Stock as reported on the New
    York Stock Exchange on July 25, 1995.


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


<PAGE>   2

                                    PART I
                                       
                    INFORMATION REQUIRED IN THE PROSPECTUS

        The information called for in Part I of Form S-8 is currently included
in the prospectus for the Commercial Intertech Corp. Stock Option and Award Plan
of 1995 (the "Plan"), and is not being filed with or included in this Form S-8
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").





                                      I-1
<PAGE>   3
                                       
                                    PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents heretofore filed with the SEC by Commercial
Intertech Corp. (the "Company") are incorporated in this Registration Statement
by reference:

         1.      The Company's Annual Report on Form 10-K for the fiscal year
                 ended October 31, 1994.

         2.      The Company's Quarterly Reports on Form 10-Q for the quarters
                 ended January 31, 1995 and April 30, 1995.

         3.      The description of the Company's Common Stock, $1.00 par value
                 (the "Common Stock"), and preferred share purchase rights
                 contained in the Registration Statement on Form 8-A filed
                 under the Securities Exchange Act of 1934, as amended (the
                 "Exchange Act") (filed February 6, 1991 and February 28,
                 1991), including any amendment or report filed for the purpose
                 of updating such description.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment,
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof 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 in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Gilbert M. Manchester, whose opinion of counsel is attached hereto as
Exhibit 5, is an officer and employee of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article V of the Company's Code of Regulations provides that the
Company shall indemnify each director, officer or employee, each former
director, officer or employee, and each person who is serving or has served at
the Company's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other organization or
enterprise, against expenses (including attorneys' fees), judgments, decrees,
fines, penalties and amounts paid in settlement (whether with or without court
approval) in connection with the defense of any pending or threatened action,
suit, or proceeding, whether criminal, civil, administrative or investigative,
to which he is or may be made a party by reason of being or having been such
director, officer or employee, or by reason of any action alleged to have been
taken or not taken by him while acting in any such capacity, provided that a
determination is made (a) that he was not and has not been adjudicated to have
been negligent or guilty of misconduct in the performance of his duty to the
corporation, partnership, joint venture, trust or other enterprise of which he
is or was such director, officer or employee, (b) that he acted in good faith
in what he reasonably believed to be in, or not opposed to, the best interests 





                                      II-1
<PAGE>   4

of the Company, and (c) that, in any matter the subject of a criminal action, 
suit or proceeding, he had no reasonable cause to believe that his conduct was 
unlawful.  The determination as to (b) and (c) and, in the absence of an 
adjudication as to (a) by a court of competent jurisdiction, the determination 
as to (a), shall be made (i) by the directors of the Company acting at a 
meeting at which a quorum consisting of directors who are not parties to or 
threatened with such action, suit or proceeding is present and on which 
determination only such directors vote, or (ii) if such a quorum is not 
obtainable to vote on such indemnification, or, even if obtainable and a 
quorum of directors qualified to vote so directs, by independent legal counsel 
in a written opinion.

         Reference is made to Section 1701.13(E) of the Ohio Revised Code,
which sets forth provisions which define the extent to which a corporation may
indemnify directors, officers and employees.

         Under an existing policy of insurance, the Company is entitled to be
reimbursed for indemnity payments it is required or permitted to make to its
directors and officers, including directors and officers of its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         4.1     Commercial Intertech Corp. Stock Option and Award Plan of 1995.

         4.2     Form of Option Agreement under the Commercial Intertech Corp.
                 Stock Option and Award Plan of 1995.

         4.3     Articles of Incorporation of the Company (incorporated herein
                 by reference to Exhibit I to the Company's Annual Report on
                 Form 10-K for the year ended October 31, 1992).

         5       Opinion of Gilbert M. Manchester as to the legality of shares 
                 of Common Stock being offered under the Plan.

         23.1    Consent of Ernst & Young LLP, independent certified public
                 accountants.

         23.2    Consent of Gilbert M. Manchester (contained in his opinion
                 filed as Exhibit 5).

         24      Power of Attorney (included on the signature page of this
                 Registration Statement).

ITEM 9.  UNDERTAKINGS.
         1.      The Company hereby undertakes:

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

                         (i)      To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;





                                      II-2
<PAGE>   5

                        (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)(i) and (a)(ii) do not apply if
         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 Securities and Exchange Commission by the Company
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the Registration Statement.

                 (b)      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.

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

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

         3.      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6 above, or
otherwise, the Company 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 of 1933 and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 of 1933 and will be governed by the final adjudication of such
issue.





                                      II-3
<PAGE>   6
                                       
                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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 Youngstown, State of Ohio, on this 1st day of
August, 1995.

                                     Commercial Intertech Corp.

                                     By:    /s/ PAUL J. POWERS       
                                           -----------------------------------
                                           Paul J. Powers
                                           Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Paul J. Powers, Gilbert M. Manchester, and Herbert S. Wander and, each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, to sign on his behalf, individually and in each
capacity stated below, all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933, granting unto each
such attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming each act that said attorney-in-fact
and agent may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 1, 1995.

<TABLE>
<CAPTION>
               SIGNATURE                                                TITLE                                     DATE
--------------------------------------       -----------------------------------------------------          ---------------
<S>                                         <C>                                                            <C>
                                             Chairman of the Board, Chief Executive Officer
           /s/ PAUL J. POWERS                (Principal Executive Officer)                                  August 1, 1995
--------------------------------------       
             Paul J. Powers

          /s/ KIPTON C. KUMLER               President, Chief Operating Officer and Director                August 1, 1995
--------------------------------------       
            Kipton C. Kumler
                                             Senior Vice President, Chief Financial Officer and
                                             Director (Principal Financial and Accounting Officer)          August 1, 1995
       /s/ PHILIP N. WINKELSTERN
--------------------------------------                
         Philip N. Winkelstern
                                             Vice President - Planning, Assistant Treasurer and
         /s/ WILLIAM W. CUSHWA               Director                                                       August 1, 1995
--------------------------------------                
           William W. Cushwa

       /s/ CHARLES B. CUSHWA, III            Director                                                       August 1, 1995
--------------------------------------                         
         Charles B. Cushwa, III

                                             Director                                                       August __, 1995
--------------------------------------                         
             John M. Galvin

          /s/ RICHARD J. HILL                Director                                                       August 1, 1995 
--------------------------------------                         
            Richard J. Hill
                                             Director                                                       August __, 1995

--------------------------------------                                     
            Neil D. Humphrey
                                             Director                                                       August __, 1995
--------------------------------------                                     
          Gerald C. McDonough
                                             Director                                                       August __, 1995
--------------------------------------                                     
              John Nelson

                                             Director                                                       August __, 1995
--------------------------------------                                     
            George M. Smart

           /s/ DON E. TUCKER                 Director                                                       August 1, 1995
--------------------------------------                                     
             Don E. Tucker
</TABLE>





                                      II-4
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19650}]
1
 
     As filed with the Securities and Exchange Commission on August 1, 1995
                                                            Registration No. 33-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      
                                   FORM S-8
                                      
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
                                      
                          COMMERCIAL INTERTECH CORP.
            (Exact name of registrant as specified in its charter)

             Ohio                                         34-0159880
(State or other jurisdiction                           (IRS Employer
of incorporation or organization)                   Identification Number)

                  1775 Logan Avenue, Youngstown, Ohio 44501
         (Address of Principal Executive Offices including Zip Code)
                                      
        Commercial Intertech Corp. Stock Option and Award Plan of 1995
                             (Full title of plan)
                                      
                            Gilbert M. Manchester
                          Commercial Intertech Corp.
               1775 Logan Avenue, Youngstown, Ohio  44501-0239
                                (216) 746-8011
          (Name, address and telephone number of agent for service)
                                      
                               With a copy to:

                           Herbert S. Wander, P.C.
                            Katten Muchin & Zavis
                            525 West Monroe Street
                                  Suite 1600
                           Chicago, Illinois 60661
                                (312) 902-5200
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                       Proposed maximum          Proposed maximum
            Title of securities        Amount to be     offering price          aggregate offering            Amount of
             to be registered          registered(1)     per share(2)                price(2)             registration fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock ($1.00 par value)       750,000 shares        $18.01                 $13,507,500                $4,657.76
===========================================================================================================================
(1) Includes an indeterminate number of shares of Commercial Intertech Corp.
    Common Stock that may be issuable by reason of stock splits, stock
    dividends or similar transactions.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the proposed
    maximum offering price per share is the average of the high and low sales
    prices of Commercial Intertech Corp. Common Stock as reported on the New
    York Stock Exchange on July 25, 1995.

================================================================================
2

                                    PART I
                                       
                    INFORMATION REQUIRED IN THE PROSPECTUS

        The information called for in Part I of Form S-8 is currently included
in the prospectus for the Commercial Intertech Corp. Stock Option and Award Plan
of 1995 (the "Plan"), and is not being filed with or included in this Form S-8
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").

                                      I-1
3
                                       
                                    PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents heretofore filed with the SEC by Commercial
Intertech Corp. (the "Company") are incorporated in this Registration Statement
by reference:

         1.      The Company's Annual Report on Form 10-K for the fiscal year
                 ended October 31, 1994.

         2.      The Company's Quarterly Reports on Form 10-Q for the quarters
                 ended January 31, 1995 and April 30, 1995.

         3.      The description of the Company's Common Stock, $1.00 par value
                 (the "Common Stock"), and preferred share purchase rights
                 contained in the Registration Statement on Form 8-A filed
                 under the Securities Exchange Act of 1934, as amended (the
                 "Exchange Act") (filed February 6, 1991 and February 28,
                 1991), including any amendment or report filed for the purpose
                 of updating such description.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment,
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof 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 in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Gilbert M. Manchester, whose opinion of counsel is attached hereto as
Exhibit 5, is an officer and employee of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article V of the Company's Code of Regulations provides that the
Company shall indemnify each director, officer or employee, each former
director, officer or employee, and each person who is serving or has served at
the Company's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other organization or
enterprise, against expenses (including attorneys' fees), judgments, decrees,
fines, penalties and amounts paid in settlement (whether with or without court
approval) in connection with the defense of any pending or threatened action,
suit, or proceeding, whether criminal, civil, administrative or investigative,
to which he is or may be made a party by reason of being or having been such
director, officer or employee, or by reason of any action alleged to have been
taken or not taken by him while acting in any such capacity, provided that a
determination is made (a) that he was not and has not been adjudicated to have
been negligent or guilty of misconduct in the performance of his duty to the
corporation, partnership, joint venture, trust or other enterprise of which he
is or was such director, officer or employee, (b) that he acted in good faith
in what he reasonably believed to be in, or not opposed to, the best interests 

                                      II-1
4

of the Company, and (c) that, in any matter the subject of a criminal action, 
suit or proceeding, he had no reasonable cause to believe that his conduct was 
unlawful.  The determination as to (b) and (c) and, in the absence of an 
adjudication as to (a) by a court of competent jurisdiction, the determination 
as to (a), shall be made (i) by the directors of the Company acting at a 
meeting at which a quorum consisting of directors who are not parties to or 
threatened with such action, suit or proceeding is present and on which 
determination only such directors vote, or (ii) if such a quorum is not 
obtainable to vote on such indemnification, or, even if obtainable and a 
quorum of directors qualified to vote so directs, by independent legal counsel 
in a written opinion.

         Reference is made to Section 1701.13(E) of the Ohio Revised Code,
which sets forth provisions which define the extent to which a corporation may
indemnify directors, officers and employees.

         Under an existing policy of insurance, the Company is entitled to be
reimbursed for indemnity payments it is required or permitted to make to its
directors and officers, including directors and officers of its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         4.1     Commercial Intertech Corp. Stock Option and Award Plan of 1995.

         4.2     Form of Option Agreement under the Commercial Intertech Corp.
                 Stock Option and Award Plan of 1995.

         4.3     Articles of Incorporation of the Company (incorporated herein
                 by reference to Exhibit I to the Company's Annual Report on
                 Form 10-K for the year ended October 31, 1992).

         5       Opinion of Gilbert M. Manchester as to the legality of shares 
                 of Common Stock being offered under the Plan.

         23.1    Consent of Ernst & Young LLP, independent certified public
                 accountants.

         23.2    Consent of Gilbert M. Manchester (contained in his opinion
                 filed as Exhibit 5).

         24      Power of Attorney (included on the signature page of this
                 Registration Statement).

ITEM 9.  UNDERTAKINGS.
         1.      The Company hereby undertakes:

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

                         (i)      To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                                      II-2
5

                        (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)(i) and (a)(ii) do not apply if
         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 Securities and Exchange Commission by the Company
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the Registration Statement.

                 (b)      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.

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

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

         3.      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6 above, or
otherwise, the Company 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 of 1933 and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-3
6
                                       
                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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 Youngstown, State of Ohio, on this 1st day of
August, 1995.

                                     Commercial Intertech Corp.

                                     By:    /s/ PAUL J. POWERS       
                                           -----------------------------------
                                           Paul J. Powers
                                           Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Paul J. Powers, Gilbert M. Manchester, and Herbert S. Wander and, each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, to sign on his behalf, individually and in each
capacity stated below, all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933, granting unto each
such attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming each act that said attorney-in-fact
and agent may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 1, 1995.
SIGNATURE                                                TITLE                                     DATE
--------------------------------------       -----------------------------------------------------          ---------------
Chairman of the Board, Chief Executive Officer
           /s/ PAUL J. POWERS                (Principal Executive Officer)                                  August 1, 1995
--------------------------------------       
             Paul J. Powers

          /s/ KIPTON C. KUMLER               President, Chief Operating Officer and Director                August 1, 1995
--------------------------------------       
            Kipton C. Kumler
                                             Senior Vice President, Chief Financial Officer and
                                             Director (Principal Financial and Accounting Officer)          August 1, 1995
       /s/ PHILIP N. WINKELSTERN
--------------------------------------                
         Philip N. Winkelstern
                                             Vice President - Planning, Assistant Treasurer and
         /s/ WILLIAM W. CUSHWA               Director                                                       August 1, 1995
--------------------------------------                
           William W. Cushwa

       /s/ CHARLES B. CUSHWA, III            Director                                                       August 1, 1995
--------------------------------------                         
         Charles B. Cushwa, III

                                             Director                                                       August __, 1995
--------------------------------------                         
             John M. Galvin

          /s/ RICHARD J. HILL                Director                                                       August 1, 1995 
--------------------------------------                         
            Richard J. Hill
                                             Director                                                       August __, 1995

--------------------------------------                                     
            Neil D. Humphrey
                                             Director                                                       August __, 1995
--------------------------------------                                     
          Gerald C. McDonough
                                             Director                                                       August __, 1995
--------------------------------------                                     
              John Nelson

                                             Director                                                       August __, 1995
--------------------------------------                                     
            George M. Smart

           /s/ DON E. TUCKER                 Director                                                       August 1, 1995
--------------------------------------                                     
             Don E. Tucker
II-4