As filed with the Securities and
Exchange Commission on June 26, 1997                 Registration No. 333-____
______________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            ______________________

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

                           PAUL HARRIS STORES, INC.
            (Exact name of registrant as specified in its charter)

                     INDIANA                            35-0907402
          (State or other jurisdiction               (I.R.S. Employer
        of incorporation or organization)           Identification No.)

     6003 GUION ROAD, INDIANAPOLIS, INDIANA                46254
  (Address of Principal Executive Offices)              (Zip Code)


                           PAUL HARRIS STORES, INC.
                     1996 STOCK OPTION AND INCENTIVE PLAN
                                      and
                           PAUL HARRIS STORES, INC.
                            OUTSIDE DIRECTORS STOCK
                                  OPTION PLAN
                           (Full title of the plans)

                             CHARLOTTE G. FISCHER
                 6003 GUION ROAD, INDIANAPOLIS, INDIANA 46254
                    (Name and address of agent for service)

                                (317) 293-3900
         (Telephone number, including area code, of agent for service)

                                   COPY TO:
                               DAVID C. WORRELL
                                BAKER & DANIELS
                     300 NORTH MERIDIAN STREET, SUITE 2700
                          INDIANAPOLIS, INDIANA 46204
                                (317) 237-0300
<PAGE>
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of                Amount to be            Proposed                Proposed maximum         Amount of
Securities              registered (1)          maximum                 aggregate                registration
to be registered                                offering price          offering                 fee
                                                per share (2)           price (2)
<S>                     <C>                     <C>                     <C>                      <C>
 Common Stock, without         1,100,000              $16.000 (3)            $17,600,000 (3)     $5,333.33 (3)
       par value
</TABLE>


(1)   Pursuant  to  Rule  416 under the Securities Act of 1933 (the "Securities
      Act"), this Registration Statement, also registers such additional shares
      of Common Stock as may be offered or issued to prevent dilution resulting
      from stock splits, stock dividends and similar transactions.

(2)   It is impracticable to  state the maximum offering price.  Shares offered
      pursuant to incentive stock  options  granted under the 1996 Stock Option
      and  Incentive  Plan and nonqualified stock  options  granted  under  the
      Outside Directors  Stock  Option  Plan are to be offered at not less than
      the market value on the date options are granted.

(3)   Estimated solely for purposes of calculating  the  registration  fee  and
      computed  in  accordance  with Rule 457(c) under the Securities Act using
      the average of the high and  low  sale  prices  of  the  Common  Stock as
      reported by NASDAQ on June 24, 1997.
<PAGE>
                                    PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

      The  Section  10(a)  prospectuses  for  the Paul Harris Stores, Inc. 1996
Stock  Option  and  Incentive  Plan and the Paul Harris  Stores,  Inc.  Outside
Directors  Stock Option Plan are  not  being  filed  with  the  Securities  and
Exchange Commission as part of this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents  listed  below are hereby incorporated by reference in this
Registration Statement:

      (a)   The Registrant's Annual  Report  on  Form  10-K for the fiscal year
            ended February 1, 1997;

      (b)   The  Registrant's  Quarterly  Report on Form 10-Q  for  the  fiscal
            quarter ended May 3, 1997;

      (c)   The Registrant's Current Report  on  Form 8-K dated April 11, 1997;
            and

      (d)   The description of the Registrant's common stock, without par value
            (the  "Common  Stock"),  contained  in the  Company's  Registration
            Statement  on  Form 8-A dated September  17,  1992,  including  any
            amendments or reports  filed  for  the  purpose  of  updating  such
            description.

      All  documents  subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d)  of  the  Securities  Exchange  Act  of  1934  (the
"Exchange  Act"),  prior  to  the  filing  of  a post-effective amendment which
indicates that all shares of Common Stock offered  hereby  have  been  sold  or
which  deregisters  all  shares  of  Common Stock offered hereby then remaining
unsold, are deemed to be incorporated  herein  by  reference  and  to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

      Reference  is  made  to  Article IX of the Company's Amended and Restated
Articles of Incorporation filed  as  Exhibit  4.1  hereto  which  requires  the
Company   to   indemnify   every   person  (and  the  estate,  heirs,  personal
representatives  of  such  person)  against   all   liabilities  and  expenses,
including, without limitation, fees and disbursements of counsel and judgments,
fines  or  penalties  incurred  by  or  awarded against, and  amounts  paid  in
settlement by or on behalf of such person, in connection with or resulting from
any pending, threatened or completed claim, action, suit or proceeding, and all
appeals thereof (each, a "Claim"), in which  such person may become involved by
reason of the fact that he or she is or was a  director,  officer,  employee or
agent of the Company, or is or was serving at the request of the Company  as  a
director,  officer,  employee,  agent  or  fiduciary  of  another  corporation,
partnership,  joint  venture,  trust  employee  benefit  plan  or other entity;
provided,  however,  that  if  any  such  person  is  not wholly successful  in
defending  any  such  claim,  he  or she shall be indemnified  only  if  it  is
determined by a court of competent  jurisdiction  or by the Board of Directors,
upon advice of legal counsel, that such person acted  in  good faith in what he
or  she reasonably believed to be in the best interest of the  Company,  or  at
least not opposed to the Company's interests, and, in addition, with respect to
any criminal  claim,  that  such person had no reasonable cause to believe that
his or her conduct was unlawful.   Such  indemnification  is in addition to any
rights to which any subject person may otherwise be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

      The list of Exhibits is incorporated herein by reference  to the Index to
      Exhibits at page 6.

ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

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

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

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

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

            Provided, however, that  paragraphs (1)(i) and (1)(ii) do not apply
            if,  the 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
            the  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.

      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.

      Insofar as indemnification for liabilities  arising  under the Securities
Act of 1933 may be permitted to directors, officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the Securities and Exchange
Commission such  indemnification  is  against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred  or paid by a director, officer or controlling
person of the registrant in the successful  defense  of  any  action,  suit  or
proceeding)  is  asserted  by  such  director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the  opinion  of  its  counsel  the matter  has  been  settled  by  controlling
precedent,  submit  to  a court of an  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.
<PAGE>
                                  SIGNATURES

      Pursuant  to the requirements  of  the  Securities  Act,  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 Indianapolis, State of Indiana, on June 19, 1997.

                                      PAUL HARRIS STORES, INC.


                                      By:        /S/ CHARLOTTE G. FISCHER
                                           Charlotte G. Fischer
                                           Chairman of the Board, President
                                           and Chief Executive Officer


                               POWER OF ATTORNEY

      Pursuant  to  the  requirements  of the Securities Act, this Registration
Statement  has  been  signed  by  the following  persons  in  their  respective
capacities and on the respective dates  indicated  opposite  their names.  Each
person  whose  signature appears below hereby authorizes each of  Charlotte  G.
Fisher and John  H. Boyers, each with full power of substitution, to execute in
the name and on behalf  of  such  person  any  post-effective amendment to this
Registration Statement and to file the same, with  exhibits  thereto, and other
documents  in  connection  therewith, making such changes in this  Registration
Statement as the registrant  deems  appropriate, and appoints each of Charlotte
G. Fischer and John H. Boyers, each with  full power of substitution, attorney-
in-fact  to  sign  any  amendment  and  any post-effective  amendment  to  this
Registration  Statement and to file same,  with  exhibits  thereto,  and  other
documents in connection therewith.
<TABLE>
<CAPTION>
SIGNATURES                                   CAPACITY                                    DATE
<S>                                          <C>                                         <C>
                /S/ CHARLOTTE G. FISCHER     Chairman of the Board                       June 19, 1997
             Charlotte G. Fischer            President and Chief Executive Officer and
                                             Director
                                             (Principal Executive Officer)
                   /S/ JOHN H. BOYERS        Senior Vice President-Finance               June 19, 1997
             John H. Boyers                  and Treasurer
                                             (Principal Financial Officer)
                /S/ KEITH L. HIMMEL, JR.     Vice President-Finance, Controller and      June 19, 1997
             Keith L. Himmel, Jr.            Corporate Secretary
                                             (Principal Accounting Officer)
             /S/ RICHARD A. FEINBERG, PH.D.  Director                                    June 19, 1997
             Richard A. Feinberg, Ph.D.
                     /S/ RUDY GREER          Director                                    June 19, 1997
             Rudy Greer
                   /S/ ROBERT I. LOGAN       Director                                    June 19, 1997
             Robert I. Logan
                   /S/ JAMES T. MORRIS       Director                                    June 19, 1997
             James T. Morris
                     /S/ GERALD PAUL         Director                                    June 19, 1997
             Gerald Paul
                      /S/ JOHN RAU           Director                                    June 19, 1997
             John Rau
                  /S/ SALLY M. TASSANI       Director                                    June 19, 1997
             Sally M. Tassani
</TABLE>
<PAGE>
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                            DESCRIPTION OF EXHIBIT
            Exhibit
              NO.
<S>                            <C>
4.1                            Amended and Restated Articles of Incorporation of the Registrant and related
                               amendments.  (The copy of this exhibit filed as exhibits 4(a)(i) thru (iii) to
                               the Company's Current Report on Form 8-K dated April 11, 1997 is incorporated by
                               reference.)
4.2                            Restated By-Laws of the Registrant, as amended to date. (The copy of this exhibit
                               filed as exhibit 3(b) to the Company's Annual Report on Form 10-K for fiscal year
                               ended February 1, 1997 is incorporated by reference.)
4.3                            1996 Stock Option and Incentive Plan, as amended.
4.4                            Outside Directors Stock Option Plan.
5.                             Option of Baker & Daniels regarding legality of the securities being registered.
23.1                           Consent of Price Waterhouse LLP.
23.2                           Consent of Baker & Daniels (included in the Banker & Daniels Opinion Filed as
                               Exhibit 5).
24                             Powers of Attorney (included on the Signature Page of the Registration
                               Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17092}]
{"company-data": {"conformed-name": "HARRIS PAUL STORES INC", "cik": "0000045791", "assigned-sic": "5621", "irs-number": "350907402", "state-of-incorporation": "IN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30079", "film-number": "97630256"}, "business-address": {"street1": "6003 GUION RD", "city": "INDIANAPOLIS", "state": "IN", "zip": "46268", "phone": "3172933900"}, "mail-address": {"street1": "6003 GUION ROAD", "city": "INDIANAPOLIS", "state": "IN", "zip": "46254"}}
As filed with the Securities and
Exchange Commission on June 26, 1997                 Registration No. 333-____
______________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            ______________________

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

                           PAUL HARRIS STORES, INC.
            (Exact name of registrant as specified in its charter)

                     INDIANA                            35-0907402
          (State or other jurisdiction               (I.R.S. Employer
        of incorporation or organization)           Identification No.)

     6003 GUION ROAD, INDIANAPOLIS, INDIANA                46254
  (Address of Principal Executive Offices)              (Zip Code)

                           PAUL HARRIS STORES, INC.
                     1996 STOCK OPTION AND INCENTIVE PLAN
                                      and
                           PAUL HARRIS STORES, INC.
                            OUTSIDE DIRECTORS STOCK
                                  OPTION PLAN
                           (Full title of the plans)

                             CHARLOTTE G. FISCHER
                 6003 GUION ROAD, INDIANAPOLIS, INDIANA 46254
                    (Name and address of agent for service)

                                (317) 293-3900
         (Telephone number, including area code, of agent for service)

                                   COPY TO:
                               DAVID C. WORRELL
                                BAKER & DANIELS
                     300 NORTH MERIDIAN STREET, SUITE 2700
                          INDIANAPOLIS, INDIANA 46204
                                (317) 237-0300
CALCULATION OF REGISTRATION FEE
Title of                Amount to be            Proposed                Proposed maximum         Amount of
Securities              registered (1)          maximum                 aggregate                registration
to be registered                                offering price          offering                 fee
                                                per share (2)           price (2)
Common Stock, without         1,100,000              $16.000 (3)            $17,600,000 (3)     $5,333.33 (3)
       par value
(1)   Pursuant  to  Rule  416 under the Securities Act of 1933 (the "Securities
      Act"), this Registration Statement, also registers such additional shares
      of Common Stock as may be offered or issued to prevent dilution resulting
      from stock splits, stock dividends and similar transactions.

(2)   It is impracticable to  state the maximum offering price.  Shares offered
      pursuant to incentive stock  options  granted under the 1996 Stock Option
      and  Incentive  Plan and nonqualified stock  options  granted  under  the
      Outside Directors  Stock  Option  Plan are to be offered at not less than
      the market value on the date options are granted.

(3)   Estimated solely for purposes of calculating  the  registration  fee  and
      computed  in  accordance  with Rule 457(c) under the Securities Act using
      the average of the high and  low  sale  prices  of  the  Common  Stock as
      reported by NASDAQ on June 24, 1997.
PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

      The  Section  10(a)  prospectuses  for  the Paul Harris Stores, Inc. 1996
Stock  Option  and  Incentive  Plan and the Paul Harris  Stores,  Inc.  Outside
Directors  Stock Option Plan are  not  being  filed  with  the  Securities  and
Exchange Commission as part of this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents  listed  below are hereby incorporated by reference in this
Registration Statement:

      (a)   The Registrant's Annual  Report  on  Form  10-K for the fiscal year
            ended February 1, 1997;

      (b)   The  Registrant's  Quarterly  Report on Form 10-Q  for  the  fiscal
            quarter ended May 3, 1997;

      (c)   The Registrant's Current Report  on  Form 8-K dated April 11, 1997;
            and

      (d)   The description of the Registrant's common stock, without par value
            (the  "Common  Stock"),  contained  in the  Company's  Registration
            Statement  on  Form 8-A dated September  17,  1992,  including  any
            amendments or reports  filed  for  the  purpose  of  updating  such
            description.

      All  documents  subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d)  of  the  Securities  Exchange  Act  of  1934  (the
"Exchange  Act"),  prior  to  the  filing  of  a post-effective amendment which
indicates that all shares of Common Stock offered  hereby  have  been  sold  or
which  deregisters  all  shares  of  Common Stock offered hereby then remaining
unsold, are deemed to be incorporated  herein  by  reference  and  to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

      Reference  is  made  to  Article IX of the Company's Amended and Restated
Articles of Incorporation filed  as  Exhibit  4.1  hereto  which  requires  the
Company   to   indemnify   every   person  (and  the  estate,  heirs,  personal
representatives  of  such  person)  against   all   liabilities  and  expenses,
including, without limitation, fees and disbursements of counsel and judgments,
fines  or  penalties  incurred  by  or  awarded against, and  amounts  paid  in
settlement by or on behalf of such person, in connection with or resulting from
any pending, threatened or completed claim, action, suit or proceeding, and all
appeals thereof (each, a "Claim"), in which  such person may become involved by
reason of the fact that he or she is or was a  director,  officer,  employee or
agent of the Company, or is or was serving at the request of the Company  as  a
director,  officer,  employee,  agent  or  fiduciary  of  another  corporation,
partnership,  joint  venture,  trust  employee  benefit  plan  or other entity;
provided,  however,  that  if  any  such  person  is  not wholly successful  in
defending  any  such  claim,  he  or she shall be indemnified  only  if  it  is
determined by a court of competent  jurisdiction  or by the Board of Directors,
upon advice of legal counsel, that such person acted  in  good faith in what he
or  she reasonably believed to be in the best interest of the  Company,  or  at
least not opposed to the Company's interests, and, in addition, with respect to
any criminal  claim,  that  such person had no reasonable cause to believe that
his or her conduct was unlawful.   Such  indemnification  is in addition to any
rights to which any subject person may otherwise be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

      The list of Exhibits is incorporated herein by reference  to the Index to
      Exhibits at page 6.

ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

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

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

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

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

            Provided, however, that  paragraphs (1)(i) and (1)(ii) do not apply
            if,  the 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
            the  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.

      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.

      Insofar as indemnification for liabilities  arising  under the Securities
Act of 1933 may be permitted to directors, officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the Securities and Exchange
Commission such  indemnification  is  against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred  or paid by a director, officer or controlling
person of the registrant in the successful  defense  of  any  action,  suit  or
proceeding)  is  asserted  by  such  director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the  opinion  of  its  counsel  the matter  has  been  settled  by  controlling
precedent,  submit  to  a court of an  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,  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 Indianapolis, State of Indiana, on June 19, 1997.

                                      PAUL HARRIS STORES, INC.

                                      By:        /S/ CHARLOTTE G. FISCHER
                                           Charlotte G. Fischer
                                           Chairman of the Board, President
                                           and Chief Executive Officer

                               POWER OF ATTORNEY

      Pursuant  to  the  requirements  of the Securities Act, this Registration
Statement  has  been  signed  by  the following  persons  in  their  respective
capacities and on the respective dates  indicated  opposite  their names.  Each
person  whose  signature appears below hereby authorizes each of  Charlotte  G.
Fisher and John  H. Boyers, each with full power of substitution, to execute in
the name and on behalf  of  such  person  any  post-effective amendment to this
Registration Statement and to file the same, with  exhibits  thereto, and other
documents  in  connection  therewith, making such changes in this  Registration
Statement as the registrant  deems  appropriate, and appoints each of Charlotte
G. Fischer and John H. Boyers, each with  full power of substitution, attorney-
in-fact  to  sign  any  amendment  and  any post-effective  amendment  to  this
Registration  Statement and to file same,  with  exhibits  thereto,  and  other
documents in connection therewith.
SIGNATURES                                   CAPACITY                                    DATE
/S/ CHARLOTTE G. FISCHER     Chairman of the Board                       June 19, 1997
             Charlotte G. Fischer            President and Chief Executive Officer and
                                             Director
                                             (Principal Executive Officer)
                   /S/ JOHN H. BOYERS        Senior Vice President-Finance               June 19, 1997
             John H. Boyers                  and Treasurer
                                             (Principal Financial Officer)
                /S/ KEITH L. HIMMEL, JR.     Vice President-Finance, Controller and      June 19, 1997
             Keith L. Himmel, Jr.            Corporate Secretary
                                             (Principal Accounting Officer)
             /S/ RICHARD A. FEINBERG, PH.D.  Director                                    June 19, 1997
             Richard A. Feinberg, Ph.D.
                     /S/ RUDY GREER          Director                                    June 19, 1997
             Rudy Greer
                   /S/ ROBERT I. LOGAN       Director                                    June 19, 1997
             Robert I. Logan
                   /S/ JAMES T. MORRIS       Director                                    June 19, 1997
             James T. Morris
                     /S/ GERALD PAUL         Director                                    June 19, 1997
             Gerald Paul
                      /S/ JOHN RAU           Director                                    June 19, 1997
             John Rau
                  /S/ SALLY M. TASSANI       Director                                    June 19, 1997
             Sally M. Tassani
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
            Exhibit
              NO.
4.1                            Amended and Restated Articles of Incorporation of the Registrant and related
                               amendments.  (The copy of this exhibit filed as exhibits 4(a)(i) thru (iii) to
                               the Company's Current Report on Form 8-K dated April 11, 1997 is incorporated by
                               reference.)
4.2                            Restated By-Laws of the Registrant, as amended to date. (The copy of this exhibit
                               filed as exhibit 3(b) to the Company's Annual Report on Form 10-K for fiscal year
                               ended February 1, 1997 is incorporated by reference.)
4.3                            1996 Stock Option and Incentive Plan, as amended.
4.4                            Outside Directors Stock Option Plan.
5.                             Option of Baker & Daniels regarding legality of the securities being registered.
23.1                           Consent of Price Waterhouse LLP.
23.2                           Consent of Baker & Daniels (included in the Banker & Daniels Opinion Filed as
                               Exhibit 5).
24                             Powers of Attorney (included on the Signature Page of the Registration
                               Statement).