As filed with the Commission on February 6, 1995   File No. 33- 
                                     
                   SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C. 20549 
                                     
                               ---------- 
                                FORM S-8 
                         REGISTRATION STATEMENT  
                                  UNDER 
                       THE SECURITIES ACT OF 1933 
                               ---------- 
                            XTRA CORPORATION  
           (Exact name of issuer as specified in its charter) 
                                     
       Delaware                                 06-0954158     
(State or other jurisdiction of              (IRS Employer 
incorporation or organization)             Identification No.) 
 
                           c/o X-L-CO., Inc. 
                            60 State Street 
                       Boston, Massachusetts  02109                
      (Address of principal executive offices, including zip code) 
                                     
                            XTRA CORPORATION 
                    DEFERRED DIRECTOR FEE OPTION PLAN 
                        (Full title of the plan) 
                                     
                            James R. Lajoie,  
              Vice President, General Counsel and Secretary 
                            XTRA Corporation 
                            c/o X-L-Co., Inc. 
                             60 State Street 
                            Boston, MA  02109 
                             (617) 367-7874                        
        (Name, address and telephone number of agent for service) 
                                     
                     CALCULATION OF REGISTRATION FEE 
                            _________________ 
                                     
 
 
 
Title of     Amount       Proposed        Proposed      Amount
Securities   to be        maximum         maximum       of
to be        registered   offering        aggregate     registration
registered                price per<F1>   offering      fee<F2>
                          share           price<F1>
____________________________________________________________________
Common       50,000<F3>   $47.133         $2,356,650    $812.57
Stock, par
value $.50 
 
 
 
 
 
<f>
<F1>  Represents the weighted average price per share of shares registered
hereunder determined as follows:

     The offering price for shares subject to options on the date hereof is
the actual exercise price of such options.  Of the 50,000 shares of Common 
Stock, par value $.50 per share, to be registered hereunder, 4,002 
shares are subject to options at an exercise price ranging from $22.8125 to
$25.3125 per share.  The offering price of $49.125 per share for
the remaining 45,998  
 
 
                         Exhibit Index on Page 8         Page 1 of 10 Pages





shares not subject to options on the date hereof has been estimated solely
for the purpose of determining the registration fee pursuant to Rule 457(h) 
on the basis of the average of the high and low prices for the Common Stock 
of XTRA Corporation reported on the New York Stock Exchange 
on February 2, 1995. 
 
<F2>  Registration fee consists of (a) $33.44 payable in respect of
4,002 shares subject to options at an exercise price ranging from 
$22.8125 to $25.3125 per share on the date hereof and (b) $779.13 
payable in respect of 45,998 shares at an exercise price of $49.125 
per share on the date hereof not yet subject to options on the date
hereof. 
 
<F3>  Plus such indeterminate number of additional shares of Common Stock as 
may be required in the event of a stock dividend, reverse stock split or 
combination of shares, recapitalization or other change in the Company's 
capital stock.  
  



                                     PAGE 2







Item 3.  Incorporation of Documents by Reference. 
 
    XTRA Corporation (the "Registrant" or the "Company") hereby incorporates
the following documents herein by reference: 
 
    (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed pursuant to the Securities Exchange Act of 1934 
(the "1934 Act"). 
 
    (b)  The description of the Company's Common Stock, $.50 par value,
contained in the Company's Registration Statement on Form 10 in respect of 
the Company's Common Stock, filed pursuant to Section 12 of the Securities 
Exchange Act of 1934. 
 
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15 of the Exchange Act prior to the 
filing of a post-effective amendment to this registration statement that 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents. 
 
Item 6.   Indemnification of Directors and Officers. 
 
    The General Corporation Law of the State of Delaware, in which XTRA
Corporation is incorporated, gives a corporation power to indemnify any of 
its officers or directors against certain expenses, judgments, fines, and 
amounts paid in settlement in connection with certain actions, suits or 
proceedings, provided generally, that such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests 
of the corporation and, with respect to any criminal action or proceeding, 
had no reasonable cause to believe his conduct was unlawful.  In 
addition, the statutes of Delaware contain provisions to the general effect
that any director shall in the performance of his duties be fully protected 
in relying in good faith upon the books of account or records of the 
corporation or statements prepared by any official of the corporation. 
     
    The Certificate of Incorporation of XTRA Corporation includes the following
provision: 
 
    This corporation shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request shall 
advance expenses to any person who is or was a party or is threatened to be 
made a party to any threatened, pending or completed action, suit, 
proceeding or claim, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was or has agreed to be a director or 
officer of this corporation or while a director or officer 
is or was serving at the request of this corporation as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint 
venture, trust or other enterprise, including service with 
respect to employee benefit plans, against expenses (including attorney's fees
and expenses), judgments, fines, penalties and amounts paid in settlement 
incurred in connection with the investigation, preparation to defend or 
defense of such action, suit, proceeding, or claim; provided, 
however, that the foregoing shall not require this corporation to indemnify or
advance expenses to any person in connection with any action, suit, 
proceeding, claim or counterclaim initiated by or on behalf 
of such person.  Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors
or stockholders or otherwise and shall inure to the benefit of the heirs and 
legal representatives of such person.  Any repeal or modification of the 
foregoing provisions of this Article 9 shall not adversely affect any right or
protection of a director or officer of this corporation existing at the time 
of such repeal or modification. 
 
    In addition the Company maintains a directors' and officers' liability
insurance policy. 
 
                             PAGE 3



    The Company has entered into Indemnification Agreements, the form of which
was approved by the stockholders of the Company, with certain officers of the
Company and its subsidiaries, including XTRA, Inc.  The Indemnification 
Agreements provide a number of procedures, presumptions and remedies used in 
the determination of the right of the officer to indemnification.  
These procedures, presumptions and remedies substantially broaden the indemnity
rights of officers beyond that provided by Article 9 of the Company's 
Certificate of Incorporation described above.  If an action against an 
indemnified party is dismissed with or without prejudice, the defense is deemed 
to have been successful and the indemnification is required to be made.  The
Indemnification Agreements provide that expenses must be paid within twenty 
days of any request and that a determination of entitlement must be made 
within sixty days of the indemnification request (otherwise a determination 
in favor of the indemnified party is deemed to have been made). If there is a
change in control of the Company (as defined in the Indemnification 
Agreement), the indemnified party is presumed to be entitled to 
indemnification (although the Company may overcome this presumption), 
the indemnified party may require that independent counsel make the
determination of entitlement and may choose such course, subject to objection
by the Company on limited grounds. If a determination of entitlement is made,
the Company is bound, but if the indemnified party has previously been 
denied indemnification pursuant to the terms of the Indemnification Agreement,
he or she is entitled to seek a de novo determination from a court.  The 
Company is precluded from challenging the validity of the procedures and 
presumptions contained in the Indemnification Agreement in any court 
proceeding.  The Indemnification Agreement covers proceedings brought on or
after the date of the execution of the particular Indemnification Agreement, 
including proceedings based on acts prior to the date of the particular 
agreement. 
 
Item 8.  Exhibits. 
 
Exhibit                                                  Page 
Number                                                  Number 
 
5        Opinion of James R. Lajoie, 
         General Counsel of XTRA Corporation               9 
 
23.1     Consent of Independent Public Accountants        10 
 
23.2     Consent of counsel (included in Exhibit 5)         
 
Item 9.   Undertakings. 
 
 (a)     The undersigned Registrant hereby undertakes: 
 
    (1)  to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement; (i) to include any 
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) 
to reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent post-effective
amendment thereof), which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the registration 
statement; and (iii) to include any material information with respect to the 
plan of distribution not previously disclosed in the registration statement or 
any material change to such information in the registration statement; 
provided, however, that paragraphs (a)(1)(i) and (ii) shall 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. 
 

                                 PAGE 4


    (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 herein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; 
 
    (3)  to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering. 
 
 (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 that is incorporated by 
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof. 
 
 (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public 
policy as expressed in the Act and will be governed by the final adjudication
of such issue. 



                                     PAGE 5



 
 
                                SIGNATURES 
 
 
 
 
 Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Boston and the Commonwealth of Massachusetts, on
this 26th day of January, 1995. 
 
                        XTRA CORPORATION 
 
 
                        By:/S/JAMES R. LAJOIE                             
                           JAMES R. LAJOIE, 
                           Vice President, General  
                            Counsel and Secretary 
  
 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. 
  
 
 
Principal Executive Officer:                Date: 
 
 
/S/LEWIS RUBIN                              January 26, 1995 
LEWIS RUBIN,  President  
and Chief Executive Officer 
 
 
Principal Financial Officer:                 
 
 
/S/MICHAEL J. SOJA                          January 26, 1995 
MICHAEL J. SOJA,  Vice President, 
 Finance and Treasurer 
 
 
Principal Accounting Officer:                       
 
 
/S/ROBERT B. BLAKELEY                       January 26, 1995 
ROBERT B. BLAKELEY, Controller      
 

                              PAGE 6  


          
Directors:                                  Date: 
 
 
 
/S/GILBERT BUTLER                           January 26, 1995 
GILBERT BUTLER 
 
  
/S/J. RUSSELL DUNCAN                        January 26, 1995 
J. RUSSELL DUNCAN             
 
 
/S/ROBERT M. GINTEL                         January 26, 1995 
ROBERT M. GINTEL         
 
 
/S/ROBERT B. GOERGEN                        January 26, 1995 
ROBERT B. GOERGEN        
 
 
/S/HERBERT C. KNORTZ                        January 26, 1995 
HERBERT C. KNORTZ        
 
 
/S/JOHN J. LEE                              January 26, 1995 
JOHN J. LEE       
 
 
/S/ FRANCIS J. PALAMARA                     January 26, 1995 
FRANCIS J. PALAMARA 
 
 
/S/LEWIS RUBIN                              January 26, 1995 
LEWIS RUBIN              
 
 
 
/S/MARTIN L. SOLOMON                        January 26, 1995 
MARTIN L. SOLOMON             
 
                           PAGE 7



 
 
                               EXHIBIT INDEX 
 
 
EXHIBIT                                               PAGE 
 
 
5.  Opinion of James R. Lajoie                          9 
 
23.1     Consent of Independent Public Accountants     10 
 
23.2     Consent of counsel (included in Exhibit 5)          

























                                   PAGE 8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16611}]
{"company-data": {"conformed-name": "XTRA CORP /DE/", "cik": "0000217591", "assigned-sic": "7359", "irs-number": "060954158", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57609", "film-number": "95505723"}, "business-address": {"street1": "60 STATE ST", "street2": "C/O X L CO INC", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6173675000"}}
As filed with the Commission on February 6, 1995   File No. 33- 
                                     
                   SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C. 20549 
                                     
                               ---------- 
                                FORM S-8 
                         REGISTRATION STATEMENT  
                                  UNDER 
                       THE SECURITIES ACT OF 1933 
                               ---------- 
                            XTRA CORPORATION  
           (Exact name of issuer as specified in its charter) 
                                     
       Delaware                                 06-0954158     
(State or other jurisdiction of              (IRS Employer 
incorporation or organization)             Identification No.) 
 
                           c/o X-L-CO., Inc. 
                            60 State Street 
                       Boston, Massachusetts  02109                
      (Address of principal executive offices, including zip code) 
                                     
                            XTRA CORPORATION 
                    DEFERRED DIRECTOR FEE OPTION PLAN 
                        (Full title of the plan) 
                                     
                            James R. Lajoie,  
              Vice President, General Counsel and Secretary 
                            XTRA Corporation 
                            c/o X-L-Co., Inc. 
                             60 State Street 
                            Boston, MA  02109 
                             (617) 367-7874                        
        (Name, address and telephone number of agent for service) 
                                     
                     CALCULATION OF REGISTRATION FEE 
                            _________________ 
                                     
 
 
 
Title of     Amount       Proposed        Proposed      Amount
Securities   to be        maximum         maximum       of
to be        registered   offering        aggregate     registration
registered                price per
offering      fee
share           price
____________________________________________________________________
Common       50,000
$47.133         $2,356,650    $812.57
Stock, par
value $.50
Represents the weighted average price per share of shares registered
hereunder determined as follows:

     The offering price for shares subject to options on the date hereof is
the actual exercise price of such options.  Of the 50,000 shares of Common 
Stock, par value $.50 per share, to be registered hereunder, 4,002 
shares are subject to options at an exercise price ranging from $22.8125 to
$25.3125 per share.  The offering price of $49.125 per share for
the remaining 45,998  
 
 
                         Exhibit Index on Page 8         Page 1 of 10 Pages

shares not subject to options on the date hereof has been estimated solely
for the purpose of determining the registration fee pursuant to Rule 457(h) 
on the basis of the average of the high and low prices for the Common Stock 
of XTRA Corporation reported on the New York Stock Exchange 
on February 2, 1995.
Registration fee consists of (a) $33.44 payable in respect of
4,002 shares subject to options at an exercise price ranging from 
$22.8125 to $25.3125 per share on the date hereof and (b) $779.13 
payable in respect of 45,998 shares at an exercise price of $49.125 
per share on the date hereof not yet subject to options on the date
hereof.
Plus such indeterminate number of additional shares of Common Stock as 
may be required in the event of a stock dividend, reverse stock split or 
combination of shares, recapitalization or other change in the Company's 
capital stock.  
  

                                     PAGE 2

Item 3.  Incorporation of Documents by Reference. 
 
    XTRA Corporation (the "Registrant" or the "Company") hereby incorporates
the following documents herein by reference: 
 
    (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed pursuant to the Securities Exchange Act of 1934 
(the "1934 Act"). 
 
    (b)  The description of the Company's Common Stock, $.50 par value,
contained in the Company's Registration Statement on Form 10 in respect of 
the Company's Common Stock, filed pursuant to Section 12 of the Securities 
Exchange Act of 1934. 
 
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15 of the Exchange Act prior to the 
filing of a post-effective amendment to this registration statement that 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents. 
 
Item 6.   Indemnification of Directors and Officers. 
 
    The General Corporation Law of the State of Delaware, in which XTRA
Corporation is incorporated, gives a corporation power to indemnify any of 
its officers or directors against certain expenses, judgments, fines, and 
amounts paid in settlement in connection with certain actions, suits or 
proceedings, provided generally, that such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests 
of the corporation and, with respect to any criminal action or proceeding, 
had no reasonable cause to believe his conduct was unlawful.  In 
addition, the statutes of Delaware contain provisions to the general effect
that any director shall in the performance of his duties be fully protected 
in relying in good faith upon the books of account or records of the 
corporation or statements prepared by any official of the corporation. 
     
    The Certificate of Incorporation of XTRA Corporation includes the following
provision: 
 
    This corporation shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request shall 
advance expenses to any person who is or was a party or is threatened to be 
made a party to any threatened, pending or completed action, suit, 
proceeding or claim, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was or has agreed to be a director or 
officer of this corporation or while a director or officer 
is or was serving at the request of this corporation as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint 
venture, trust or other enterprise, including service with 
respect to employee benefit plans, against expenses (including attorney's fees
and expenses), judgments, fines, penalties and amounts paid in settlement 
incurred in connection with the investigation, preparation to defend or 
defense of such action, suit, proceeding, or claim; provided, 
however, that the foregoing shall not require this corporation to indemnify or
advance expenses to any person in connection with any action, suit, 
proceeding, claim or counterclaim initiated by or on behalf 
of such person.  Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors
or stockholders or otherwise and shall inure to the benefit of the heirs and 
legal representatives of such person.  Any repeal or modification of the 
foregoing provisions of this Article 9 shall not adversely affect any right or
protection of a director or officer of this corporation existing at the time 
of such repeal or modification. 
 
    In addition the Company maintains a directors' and officers' liability
insurance policy. 
 
                             PAGE 3

    The Company has entered into Indemnification Agreements, the form of which
was approved by the stockholders of the Company, with certain officers of the
Company and its subsidiaries, including XTRA, Inc.  The Indemnification 
Agreements provide a number of procedures, presumptions and remedies used in 
the determination of the right of the officer to indemnification.  
These procedures, presumptions and remedies substantially broaden the indemnity
rights of officers beyond that provided by Article 9 of the Company's 
Certificate of Incorporation described above.  If an action against an 
indemnified party is dismissed with or without prejudice, the defense is deemed 
to have been successful and the indemnification is required to be made.  The
Indemnification Agreements provide that expenses must be paid within twenty 
days of any request and that a determination of entitlement must be made 
within sixty days of the indemnification request (otherwise a determination 
in favor of the indemnified party is deemed to have been made). If there is a
change in control of the Company (as defined in the Indemnification 
Agreement), the indemnified party is presumed to be entitled to 
indemnification (although the Company may overcome this presumption), 
the indemnified party may require that independent counsel make the
determination of entitlement and may choose such course, subject to objection
by the Company on limited grounds. If a determination of entitlement is made,
the Company is bound, but if the indemnified party has previously been 
denied indemnification pursuant to the terms of the Indemnification Agreement,
he or she is entitled to seek a de novo determination from a court.  The 
Company is precluded from challenging the validity of the procedures and 
presumptions contained in the Indemnification Agreement in any court 
proceeding.  The Indemnification Agreement covers proceedings brought on or
after the date of the execution of the particular Indemnification Agreement, 
including proceedings based on acts prior to the date of the particular 
agreement. 
 
Item 8.  Exhibits. 
 
Exhibit                                                  Page 
Number                                                  Number 
 
5        Opinion of James R. Lajoie, 
         General Counsel of XTRA Corporation               9 
 
23.1     Consent of Independent Public Accountants        10 
 
23.2     Consent of counsel (included in Exhibit 5)         
 
Item 9.   Undertakings. 
 
 (a)     The undersigned Registrant hereby undertakes: 
 
    (1)  to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement; (i) to include any 
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) 
to reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent post-effective
amendment thereof), which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the registration 
statement; and (iii) to include any material information with respect to the 
plan of distribution not previously disclosed in the registration statement or 
any material change to such information in the registration statement; 
provided, however, that paragraphs (a)(1)(i) and (ii) shall 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. 
 

                                 PAGE 4

    (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 herein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; 
 
    (3)  to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering. 
 
 (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 that is incorporated by 
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof. 
 
 (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public 
policy as expressed in the Act and will be governed by the final adjudication
of such issue. 

                                     PAGE 5

 
 
                                SIGNATURES 
 
 
 
 
 Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Boston and the Commonwealth of Massachusetts, on
this 26th day of January, 1995. 
 
                        XTRA CORPORATION 
 
 
                        By:/S/JAMES R. LAJOIE                             
                           JAMES R. LAJOIE, 
                           Vice President, General  
                            Counsel and Secretary 
  
 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. 
  
 
 
Principal Executive Officer:                Date: 
 
 
/S/LEWIS RUBIN                              January 26, 1995 
LEWIS RUBIN,  President  
and Chief Executive Officer 
 
 
Principal Financial Officer:                 
 
 
/S/MICHAEL J. SOJA                          January 26, 1995 
MICHAEL J. SOJA,  Vice President, 
 Finance and Treasurer 
 
 
Principal Accounting Officer:                       
 
 
/S/ROBERT B. BLAKELEY                       January 26, 1995 
ROBERT B. BLAKELEY, Controller      
 

                              PAGE 6  

          
Directors:                                  Date: 
 
 
 
/S/GILBERT BUTLER                           January 26, 1995 
GILBERT BUTLER 
 
  
/S/J. RUSSELL DUNCAN                        January 26, 1995 
J. RUSSELL DUNCAN             
 
 
/S/ROBERT M. GINTEL                         January 26, 1995 
ROBERT M. GINTEL         
 
 
/S/ROBERT B. GOERGEN                        January 26, 1995 
ROBERT B. GOERGEN        
 
 
/S/HERBERT C. KNORTZ                        January 26, 1995 
HERBERT C. KNORTZ        
 
 
/S/JOHN J. LEE                              January 26, 1995 
JOHN J. LEE       
 
 
/S/ FRANCIS J. PALAMARA                     January 26, 1995 
FRANCIS J. PALAMARA 
 
 
/S/LEWIS RUBIN                              January 26, 1995 
LEWIS RUBIN              
 
 
 
/S/MARTIN L. SOLOMON                        January 26, 1995 
MARTIN L. SOLOMON             
 
                           PAGE 7

 
 
                               EXHIBIT INDEX 
 
 
EXHIBIT                                               PAGE 
 
 
5.  Opinion of James R. Lajoie                          9 
 
23.1     Consent of Independent Public Accountants     10 
 
23.2     Consent of counsel (included in Exhibit 5)          

                                   PAGE 8