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 
                       1987 STOCK INCENTIVE 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 of
Securities      to be           maximum            maximum          registration
to be           registered      offering           aggregate        fee<F2>
registered                      price per          offering
                                share<F1>          price<F1>
______________________________________________________________________________
Common Stock 
par value,      650,000<F3>     $49.88             $32,427,807      $11,181.11 
$.50 
 
 
<f> 
<F1>  Represents the weighted average price 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 650,000 shares of Common 
Stock, par value $.50 per share, to be registered hereunder, 331,038 shares 
are subject to options at an exercise price of $50.625 per share.  The 
offering price of $49.125 per share for the remaining 318,962 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) $5,778.44 payable in respect of 331,038
shares subject to options at an exercise price ranging of $50.625 per share 
on the date hereof and (b) $5,402.67 payable in respect of 318,962 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. 
 
           Exhibit Index on Page 9           Page 1 of 11 pages

                                     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,


                              PAGE 3



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. 
 
    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. 
 






                                PAGE 4




Item 8.  Exhibits. 
 
Exhibit                                                     Page 
Number                                                     Number 
 
5        Opinion of James R. Lajoie,                         10 
         General Counsel of XTRA Corporation 
 
23.1     Consent of Independent Public Accountants           11 
 
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. 
 
         (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 


                             PAGE 5




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 6




 
                                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 7




               
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 8


                               EXHIBIT INDEX 
 
 
EXHIBIT                                                                PAGE 
 
5.       Opinion of James R. Lajoie                                     10 
 
23.1     Consent of Independent Public Accountants                      11

23.2     Consent of counsel (included in Exhibit 5)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16563}]
{"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": "033-57607", "film-number": "95505705"}, "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 
                       1987 STOCK INCENTIVE 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 of
Securities      to be           maximum            maximum          registration
to be           registered      offering           aggregate        fee
registered                      price per          offering
                                share
price
______________________________________________________________________________
Common Stock 
par value,      650,000
$49.88             $32,427,807      $11,181.11 
$.50
Represents the weighted average price 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 650,000 shares of Common 
Stock, par value $.50 per share, to be registered hereunder, 331,038 shares 
are subject to options at an exercise price of $50.625 per share.  The 
offering price of $49.125 per share for the remaining 318,962 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) $5,778.44 payable in respect of 331,038
shares subject to options at an exercise price ranging of $50.625 per share 
on the date hereof and (b) $5,402.67 payable in respect of 318,962 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. 
 
           Exhibit Index on Page 9           Page 1 of 11 pages

                                     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,

                              PAGE 3

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. 
 
    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. 
 

                                PAGE 4

Item 8.  Exhibits. 
 
Exhibit                                                     Page 
Number                                                     Number 
 
5        Opinion of James R. Lajoie,                         10 
         General Counsel of XTRA Corporation 
 
23.1     Consent of Independent Public Accountants           11 
 
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. 
 
         (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 

                             PAGE 5

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 6

 
                                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 7

               
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 8

                               EXHIBIT INDEX 
 
 
EXHIBIT                                                                PAGE 
 
5.       Opinion of James R. Lajoie                                     10 
 
23.1     Consent of Independent Public Accountants                      11

23.2     Consent of counsel (included in Exhibit 5)