As filed with the Securities and Exchange Commission on April 30, 1997

                                                             File No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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


                             SUMMIT TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)
           MASSACHUSETTS                                   04-2897945
    (State or other jurisdiction                        (I.R.S. Employer
  of incorporation or organization)                    Identification No.)


                                21 Hickory Drive
                          Waltham, Massachusetts 02154
           (Address of principal executive offices, including zip code)
           ------------------------------------------------------------

                             STOCK OPTION AGREEMENT

                           ---------------------------
                            (Full title of the plan)

                              Peter E. Litman, Esq.
                                 General Counsel
                             Summit Technology, Inc.
                                21 Hickory Drive
                          Waltham, Massachusetts 02154
                                 (617) 890-1234

                  --------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                       <C>                   <C>                         <C>                      <C>


 Title of Securities       Amount to be          Proposed maximum            Proposed maximum          Amount of
 to be registered <F1>     registered            offering price              aggregate offering        registration
                                                 per share <F2>              price                     fee
  Common Stock,            225,000 shs.             $1.00                     $225,000                 $68.18
  $.01 par value

<FN>
<F1>INCLUDES ASSOCIATED COMMON STOCK PURCHASE RIGHTS.

<F2>REPRESENTS THE ACTUAL EXERCISE PRICE OF THE STOCK OPTION THAT IS THE SUBJECT
    OF THE STOCK OPTION AGREEMENT BEING REGISTERED HEREUNDER.
</FN>
</TABLE>

                           EXHIBIT INDEX ON PAGE II-6;
                               PAGE 1 OF 9 PAGES.

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




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registry, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

         (i)      Annual  Report on Form 10-K for the year  ended  December  31,
                  1996 including  portions of the Registrant's  definitive Proxy
                  Statement  filed  in  connection  with the  Registrant's  1997
                  Annual Meeting of Stockholders.

         (ii)     The description of the Registrant's  Common Stock contained in
                  its  registration  statement  on Form 8-A dated May 16,  1988,
                  including any amendment to such  registration  statement filed
                  for  the  purpose  of  updating  such  description,   and  the
                  description  of the associated  common stock  purchase  rights
                  contained in the Registrant's  Registration  Statement on Form
                  8-A field with the Commission on April 2, 1990.

All documents  subsequently  filed by the Registrant  pursuant to Section 13(a),
Section  13(c),  Section 14 and Section  15(d) 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 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.


         Massachusetts  General  Laws,  Chapter  156B,  Section  67,  empowers a
Massachusetts corporation to indemnify any person in connection with any action,
suit or proceeding  brought or threatened by reason of the fact that such person
is or was a  director,  officer,  employee  or agent of the  corporation  or was
serving  as such with  respect  to another  corporation  or other  entity at the
request of such  corporation,  unless such person shall have been adjudicated in
any  proceeding  not to have acted in good faith in the  reasonable  belief that
such action was in the best interests of the Corporation.

         Section  13(b)(1 1/2) of Chapter 156B permits a corporation  to include
in its articles of organization a provision eliminating or limiting the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law, (ii) for acts or omissions not in good faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Sections 61 or 62 of Chapter 156B (relating to  unauthorized  distributions  and
loans to insiders) or (iv) for any transaction  from which the director  derived
an improper personal benefit.

         The Company's  Charter and By-laws provide broadly for  indemnification
of the officers and directors of the Company. In addition,  the Charter provides
that, to the fullest extent permitted by Massachusetts law, no

                                      II-1


<PAGE>



director  shall be  personally  liable to the  Company or its  stockholders  for
monetary damages for any breach of fiduciary duty by such director in his or her
capacity as a director.  The  provisions of the Company's  Charter may not limit
the  availability of non-monetary  relief and may not apply to violations of the
federal securities laws.



Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit

3.1.     Articles of Organization,  as amended,  of Registrant  (incorporated by
         reference to Exhibit  [3.1] of the  Registrant's  Annual Report of Form
         10-K for the year ended December 31, 1992).

3.2.     Amendment to Articles of  Organization of Registrant  (incorporated  by
         reference to Exhibit  [3.1] of the  Registrant's  Annual Report of Form
         10-K for the year ended December 31, 1994).

3.3.     By-laws,  as amended,  of  Registrant  (incorporated  by  reference  to
         Exhibit  3(b) of the  Registrant's  Annual  Report of Form 10-K for the
         year ended December 31, 1994).

4        Rights Agreement (incorporated by reference to Exhibit 1 to the
         Registrant's Registration Statement on Form 8-A field with the
         Commission on April 2, 1990).

5.       Opinion of Counsel.

23.1.    Consent of KPMG Peat Marwick LLP.

23.2.    Consent of Counsel (contained in the opinion filed as Exhibit 5 to this
         registration statement).

24.      Power of Attorney (included on signature page).

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 (a)(1)(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

                                      II-2


<PAGE>



         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.


                                      II-3


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Waltham, The Commonwealth
of Massachusetts, on this 28th day of April, 1997.

                                         SUMMIT TECHNOLOGY, INC.



                                          By: /s/ Robert J. Palmisano
                                              Name:  Robert J. Palmisano
                                              Title: Chief Executive Officer


                                POWER OF ATTORNEY

         Pursuant  to the  requirement  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes  Peter E. Litman and James Lightman,  and each
of them singly,  his true and lawful attorneys with full power to them, and each
of them  singly,  to sign  for him and in his name in the  capacities  indicated
below  any and all  amendments  (including  post-effective  amendments)  to this
Registration  Statement and to file the same, with exhibits  thereto,  and other
documents  in  connection  therewith,  and he hereby  ratifies  and confirms his
signature as it may be signed by said attorneys,  or any of them, to any and all
such amendments.


Signature                   Capacity in Which Signed                  Date



/s/ Robert J. Palmisano    Chief Executive Officer and         April 28, 1997
Robert J. Palmisano        Director(principal executive
                           officer)




/s/Rajiv Bhatt             Executive Vice President and        April 28, 1997
Rajiv Bhatt                Chief Financial Officer
                           (principal financial and
                           accounting officer)


/s/ Jeffrey A. Bernfeld    Director                            April 28, 1997
Jeffrey A. Bernfeld


/s/Richard F. Miller       Director                            April 28, 1997
Richard F. Miller




                                      II-4


<PAGE>






John A. Norris             Director                            April  , 1997



/s/ Richard M. Traskos     Director                            April 28, 1997
Richard M. Traskos




                                      II-5


<PAGE>


                                  EXHIBIT INDEX





      Number                    Title of Exhibit                 Page

       3.1.                Articles of Organization, as
                           amended, of Registrant
                           (incorporated by reference to
                           Exhibit [3.1] of the Registrant's
                           Annual Report of Form 10-K 
                           for the year ended December
                           31, 1992).

       3.2.                Amendment to Articles of
                           Organization of Registrant
                           (incorporated  by reference to
                           Exhibit [3.1] of the Registrant's
                           Annual Report of Form 10-K
                           for the year ended December
                           31, 1994).

       3.3                 By-laws, as amended, of
                           Registrant (incorporated by
                           reference to Exhibit 3(b) of the
                           Registrant's Annual Report of
                           Form 10-K for the year ended
                           December 31, 1994).

       5.                  Opinion of Counsel.                   II-7
       
       23.1.               Consent of KPMG Peat                  II-8
                           Marwick LLP.
       
       23.2.               Consent of Counsel (contained
                           in the opinion filed as Exhibit 5
                           to this registration statement).

       24.                 Power of Attorney (included on
                           signature page).



                                      II-6


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "SUMMIT TECHNOLOGY, INC.", "secsgml_size_bytes": 16531}]
{"company-data": {"conformed-name": "SUMMIT TECHNOLOGY INC", "cik": "0000813902", "assigned-sic": "3845", "irs-number": "042897945", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26147", "film-number": "97590818"}, "business-address": {"street1": "21 HICKORY DR", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178901234"}, "mail-address": {"street1": "SUMMIT TECHNOLOGY INC", "street2": "21 HICKORY DR", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
As filed with the Securities and Exchange Commission on April 30, 1997

                                                             File No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                             SUMMIT TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)
           MASSACHUSETTS                                   04-2897945
    (State or other jurisdiction                        (I.R.S. Employer
  of incorporation or organization)                    Identification No.)

                                21 Hickory Drive
                          Waltham, Massachusetts 02154
           (Address of principal executive offices, including zip code)
           ------------------------------------------------------------

                             STOCK OPTION AGREEMENT

                           ---------------------------
                            (Full title of the plan)

                              Peter E. Litman, Esq.
                                 General Counsel
                             Summit Technology, Inc.
                                21 Hickory Drive
                          Waltham, Massachusetts 02154
                                 (617) 890-1234

                  --------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities       Amount to be          Proposed maximum            Proposed maximum          Amount of
 to be registered
registered            offering price              aggregate offering        registration
                                                 per share
price                     fee
  Common Stock,            225,000 shs.             $1.00                     $225,000                 $68.18
  $.01 par value
INCLUDES ASSOCIATED COMMON STOCK PURCHASE RIGHTS.
REPRESENTS THE ACTUAL EXERCISE PRICE OF THE STOCK OPTION THAT IS THE SUBJECT
    OF THE STOCK OPTION AGREEMENT BEING REGISTERED HEREUNDER.
EXHIBIT INDEX ON PAGE II-6;
                               PAGE 1 OF 9 PAGES.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registry, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

         (i)      Annual  Report on Form 10-K for the year  ended  December  31,
                  1996 including  portions of the Registrant's  definitive Proxy
                  Statement  filed  in  connection  with the  Registrant's  1997
                  Annual Meeting of Stockholders.

         (ii)     The description of the Registrant's  Common Stock contained in
                  its  registration  statement  on Form 8-A dated May 16,  1988,
                  including any amendment to such  registration  statement filed
                  for  the  purpose  of  updating  such  description,   and  the
                  description  of the associated  common stock  purchase  rights
                  contained in the Registrant's  Registration  Statement on Form
                  8-A field with the Commission on April 2, 1990.

All documents  subsequently  filed by the Registrant  pursuant to Section 13(a),
Section  13(c),  Section 14 and Section  15(d) 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 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Massachusetts  General  Laws,  Chapter  156B,  Section  67,  empowers a
Massachusetts corporation to indemnify any person in connection with any action,
suit or proceeding  brought or threatened by reason of the fact that such person
is or was a  director,  officer,  employee  or agent of the  corporation  or was
serving  as such with  respect  to another  corporation  or other  entity at the
request of such  corporation,  unless such person shall have been adjudicated in
any  proceeding  not to have acted in good faith in the  reasonable  belief that
such action was in the best interests of the Corporation.

         Section  13(b)(1 1/2) of Chapter 156B permits a corporation  to include
in its articles of organization a provision eliminating or limiting the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law, (ii) for acts or omissions not in good faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Sections 61 or 62 of Chapter 156B (relating to  unauthorized  distributions  and
loans to insiders) or (iv) for any transaction  from which the director  derived
an improper personal benefit.

         The Company's  Charter and By-laws provide broadly for  indemnification
of the officers and directors of the Company. In addition,  the Charter provides
that, to the fullest extent permitted by Massachusetts law, no

                                      II-1
director  shall be  personally  liable to the  Company or its  stockholders  for
monetary damages for any breach of fiduciary duty by such director in his or her
capacity as a director.  The  provisions of the Company's  Charter may not limit
the  availability of non-monetary  relief and may not apply to violations of the
federal securities laws.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit

3.1.     Articles of Organization,  as amended,  of Registrant  (incorporated by
         reference to Exhibit  [3.1] of the  Registrant's  Annual Report of Form
         10-K for the year ended December 31, 1992).

3.2.     Amendment to Articles of  Organization of Registrant  (incorporated  by
         reference to Exhibit  [3.1] of the  Registrant's  Annual Report of Form
         10-K for the year ended December 31, 1994).

3.3.     By-laws,  as amended,  of  Registrant  (incorporated  by  reference  to
         Exhibit  3(b) of the  Registrant's  Annual  Report of Form 10-K for the
         year ended December 31, 1994).

4        Rights Agreement (incorporated by reference to Exhibit 1 to the
         Registrant's Registration Statement on Form 8-A field with the
         Commission on April 2, 1990).

5.       Opinion of Counsel.

23.1.    Consent of KPMG Peat Marwick LLP.

23.2.    Consent of Counsel (contained in the opinion filed as Exhibit 5 to this
         registration statement).

24.      Power of Attorney (included on signature page).

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 (a)(1)(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

                                      II-2
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.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Waltham, The Commonwealth
of Massachusetts, on this 28th day of April, 1997.

                                         SUMMIT TECHNOLOGY, INC.

                                          By: /s/ Robert J. Palmisano
                                              Name:  Robert J. Palmisano
                                              Title: Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant  to the  requirement  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes  Peter E. Litman and James Lightman,  and each
of them singly,  his true and lawful attorneys with full power to them, and each
of them  singly,  to sign  for him and in his name in the  capacities  indicated
below  any and all  amendments  (including  post-effective  amendments)  to this
Registration  Statement and to file the same, with exhibits  thereto,  and other
documents  in  connection  therewith,  and he hereby  ratifies  and confirms his
signature as it may be signed by said attorneys,  or any of them, to any and all
such amendments.

Signature                   Capacity in Which Signed                  Date

/s/ Robert J. Palmisano    Chief Executive Officer and         April 28, 1997
Robert J. Palmisano        Director(principal executive
                           officer)

/s/Rajiv Bhatt             Executive Vice President and        April 28, 1997
Rajiv Bhatt                Chief Financial Officer
                           (principal financial and
                           accounting officer)

/s/ Jeffrey A. Bernfeld    Director                            April 28, 1997
Jeffrey A. Bernfeld

/s/Richard F. Miller       Director                            April 28, 1997
Richard F. Miller

                                      II-4
John A. Norris             Director                            April  , 1997

/s/ Richard M. Traskos     Director                            April 28, 1997
Richard M. Traskos

                                      II-5
EXHIBIT INDEX

      Number                    Title of Exhibit                 Page

       3.1.                Articles of Organization, as
                           amended, of Registrant
                           (incorporated by reference to
                           Exhibit [3.1] of the Registrant's
                           Annual Report of Form 10-K 
                           for the year ended December
                           31, 1992).

       3.2.                Amendment to Articles of
                           Organization of Registrant
                           (incorporated  by reference to
                           Exhibit [3.1] of the Registrant's
                           Annual Report of Form 10-K
                           for the year ended December
                           31, 1994).

       3.3                 By-laws, as amended, of
                           Registrant (incorporated by
                           reference to Exhibit 3(b) of the
                           Registrant's Annual Report of
                           Form 10-K for the year ended
                           December 31, 1994).

       5.                  Opinion of Counsel.                   II-7
       
       23.1.               Consent of KPMG Peat                  II-8
                           Marwick LLP.
       
       23.2.               Consent of Counsel (contained
                           in the opinion filed as Exhibit 5
                           to this registration statement).

       24.                 Power of Attorney (included on
                           signature page).

                                      II-6