As filed with the Securities and Exchange Commission on December 4, 1995 
                                                  Registration No. 33-_________ 
- --------------------------------------------------------------------------------


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

                        MENTOR GRAPHICS CORPORATION
               (Exact name of issuer as specified in charter)
                            --------------------

                  Oregon                                  93-0786033 
      (State or other jurisdiction of                    (IRS Employer 
       incorporation or organization)                  Identification No.) 

           8005 SW Boeckman Road 
            Wilsonville, Oregon                           97070-7777 
   (Address of principal executive offices)               (Zip Code) 


       Mentor Graphics Corporation 1989 Employee Stock Purchase Plan
                          (Full title of the plan)

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

                               DEAN M. FREED
                              General Counsel
                        Mentor Graphics Corporation
                           8005 SW Boeckman Road
                       Wilsonville, Oregon 97070-7777
                  (Name and address of agent for service)

        Telephone number, including area code, of agent for service:
                               (503) 685-7000

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

                                  Copy to:
                              STUART CHESTLER
                                Stoel Rives
                            900 SW Fifth Avenue
                        Portland, Oregon 97204-1268

                            --------------------
<PAGE>2 
                      CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------- 
                                          Proposed                   Amount 
  Title of                                Maximum      Maximum       of 
  Securities           Amount             Offering     Aggregate     Regis- 
  to Be                to Be              Price Per    Offering      tration 
  Registered           Registered         Share (1)    Price(1)      Fee 
- ---------------------------------------------------------------------------- 
  Common Stock, 
  without par 
  value                2,000,000 Shares   $18.125      $36,250,000   $12,500 
- ---------------------------------------------------------------------------- 

(1)   Estimated solely for the purpose of calculating the registration fee 
      pursuant to Rule 457(h) of the Securities Act of 1933.  The 
      calculation of the registration fee is based on $18.125, which was the 
      average of the high and low prices of the Common Stock on November 27, 
      1995 as reported in The Wall Street Journal for NASDAQ National Market 
      Issues. 
<PAGE>II-1 
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference. 
          --------------------------------------- 

            The following documents filed by Mentor Graphics Corporation (the 
"Company") with the Securities and Exchange Commission are incorporated 
herein by reference: 

            (a)   The Company's latest annual report filed pursuant to Section 
      13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest 
      prospectus filed pursuant to Rule 424(b) under the Securities Act of 
      1933 that contains audited financial statements for the Company's 
      latest fiscal year for which such statements have been filed. 

            (b)   All other reports filed pursuant to Section 13(a) or 15(d) 
      of the Securities Exchange Act of 1934 since the end of the fiscal 
      year covered by the annual report or prospectus referred to in (a) 
      above. 

            (c)   The description of the authorized capital stock of the 
      Company contained in the Company's registration statement filed under 
      section 12 of the Securities Exchange Act of 1934, including any 
      amendment or report filed for the purpose of updating the description. 

            All reports and other documents subsequently filed by the Company 
pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange 
Act of 1934, as amended, prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby have been sold or which 
deregisters all securities remaining unsold, shall be deemed to be 
incorporated by reference herein and to be a part hereof from the date of 
the filing of such reports and 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. 
          ----------------------------------------- 

          Article V of the Company's Bylaws indemnifies directors and 
officers to the fullest extent permitted by the  
<PAGE>II-2 
Oregon Business Corporation Act (Act).  The effects of Article V are 
summarized as follows: 

      (a)   The Article grants a right of indemnification in respect of any 
            action, suit, or proceeding (other than an action by or in the 
            right of the Company) against expenses (including attorneys' 
            fees), judgments, fines, and amounts paid in settlement actually 
            and reasonably incurred, if the persons concerned acted in good 
            faith and in a manner the person reasonably believed to be in or 
            not opposed to the best interests of the Company, was not 
            adjudged liable on the basis of receipt of an improper personal 
            benefit and, with respect to any criminal action or proceeding 
            had no reasonable cause to believe the conduct was unlawful.  The 
            termination of an action, suit or proceeding by judgment, order, 
            settlement, conviction, or plea of nolo contendere does not, of 
            itself, create a presumption that the person did not meet the 
            required standards of conduct. 

      (b)   The Article grants a right of indemnification in respect of any 
            action or suit by or in the right of the Company against the 
            expenses (including attorneys' fees) actually and reasonably 
            incurred if the person concerned acted in good faith and in a 
            manner the person reasonably believed to be in or not opposed to 
            the best interests of the Company, except that no right of 
            indemnification will be granted if the person is adjudged to be 
            liable to the Company. 

      (c)   Every person who has been wholly successful on the merits of a 
            controversy described in (a) or (b) above is entitled to 
            indemnification as a matter of right. 

      (d)   The Company is required to promptly indemnify a director or 
            officer unless it is determined by a majority of disinterested 
            directors or by independent counsel that the person's actions did 
            not meet the relevant standard for indemnification.  If the 
            disinterested directors or independent counsel determine that 
            indemnification is not required, the person seeking 
            indemnification may petition a court for an independent 
            determination.  In any court action, the Company will have the 
            burden of proving that indemnification would not be proper.  
            Neither the disinterested directors' failure to make a 
            determination regarding indemnification for the claim nor an 
            actual determination that the person failed to meet the 
            applicable standard will be a defense to 
<PAGE>II-3 
            such action or create a presumption that the person is not 
            entitled to indemnification. 

      (e)   The Company will advance to a director or officer the expenses 
            incurred in defending any action, suit or proceeding in advance 
            of its final disposition if the director or officer affirms in 
            good faith that he or she is entitled to indemnification and 
            undertakes to repay any amount advanced if it is determined by a 
            court that the person is not entitled to indemnification. 

      (f)   The Company may obtain insurance for the protection of its 
            directors and officers against any liability asserted against 
            them in their official capacities. 

            The rights of indemnification described above are not exclusive 
of any other rights of indemnification to which the persons indemnified may 
be entitled under any bylaw, agreement, vote of shareholders or directors, 
or otherwise. 

            The Company has also entered into Indemnity Agreements with all 
directors and officers.  While the Indemnity Agreements in large part 
incorporate the indemnification provisions of the Act as described above, 
they vary from the Act in several respects.  The Indemnity Agreements 
obligate the Company to provide the maximum indemnification protection 
allowed under Oregon law, which is intended to provide indemnification 
broader than that expressly authorized by the Act.  The most significant 
effect of the Indemnity Agreements is to add indemnification for judgments 
and settlements of derivative lawsuits to the fullest extent permitted by 
law as may be limited by public policy considerations applied by the 
courts. 

Item 7.   Exemption From Registration Claimed. 
          ----------------------------------- 

          Not Applicable. 

Item 8.   Exhibits. 
          -------- 

          4.A.    Restated Articles of Incorporation of the Company, as 
                  amended.  Incorporated by reference to Exhibit 4A of the 
                  Company's Registration Statement on Form S-3, Reg.
                  No. 33-23024. 

          4.B.    Bylaws of the Company.  Incorporated by reference to Exhibit 
                  4B of the Company's Registration Statement on Form S-3, Reg. 
                  No. 33-56759. 
<PAGE>II-4 
            5.    Opinion of Counsel. 

           23.    Consent of Accountants. 

           24.    Powers of Attorney. 


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, 
represents a fundamental change in the information set forth in the 
registration statement; 

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a posteffective 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 new post-effective amendment shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed 
to be the initial bona fide offering thereof. 

            (3) To remove from registration by means of a posteffective 
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  
<PAGE>II-5 
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>II-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 caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Wilsonville, State of Oregon, on 
this 27th day of November, 1995. 

                              MENTOR GRAPHICS CORPORATION 

                              By DEAN M. FREED 
                                 ----------------------------------- 
                                 Dean M. Freed, General Counsel 


            Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons on 
November 27, 1995 in the capacities indicated. 

      Signature                                         Title 
      ---------                                         ----- 

(1)  Principal Executive Officer: 

     *WALDEN C. RHINES                           President, Chief 
      --------------------------                Executive Officer and 
      Walden C. Rhines                          Director 


(2)   Principal Financial Officer: 

     *R. DOUGLAS NORBY                           Senior Vice President 
      -------------------------                 and Chief Financial 
      R. Douglas Norby                          Officer 


(3)   Principal Accounting Officer: 

     *JAMES J. LUTTENBACHER                      Corporate Controller 
      -------------------------                 and Chief Accounting 
      James J. Luttenbacher                     Officer 


(4)   Directors: 

     *MARSHA B. CONGDON                    Director 
      ------------------------ 
      Marsha B. Congdon 
<PAGE>II-7 

     *JAMES R. FIEBIGER                    Director 
      ------------------------ 
      James R. Fiebiger 


     *FONTAINE K. RICHARDSON               Director 
      ------------------------ 
      Fontaine K. Richardson 


     *JON A. SHIRLEY                       Director 
      ------------------------ 
      Jon A. Shirley 


*By   DEAN M. FREED 
      ------------------------------- 
      Dean M. Freed, Attorney-In-Fact 
<PAGE> 
                                       EXHIBIT INDEX 


Exhibit 
Number            Document Description 
- -------           -------------------- 

  4A.             Restated Articles of Incorporation of the 
                  Company, as amended.  Incorporated by 
                  reference to Exhibit 4A to the Company's 
                  Registration Statement on Form S-3 
                  (Registration No. 33-23024). 

  4B.             Bylaws of the Company.  Incorporated by 
                  reference to Exhibit 4B to the Company's 
                  Registration Statement on Form S-3, Reg. No. 
                  33-56759. 

  5.              Opinion of Counsel. 

  23.             Consent of Accountants. 

  24.             Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17494}]
{"company-data": {"conformed-name": "MENTOR GRAPHICS CORP", "cik": "0000701811", "assigned-sic": "7373", "irs-number": "930786033", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64717", "film-number": "95598918"}, "business-address": {"street1": "8005 SW BOECKMAN RD", "city": "WILSONVILLE", "state": "OR", "zip": "97070", "phone": "5036857000"}}
As filed with the Securities and Exchange Commission on December 4, 1995 
                                                  Registration No. 33-_________ 
- --------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

                        MENTOR GRAPHICS CORPORATION
               (Exact name of issuer as specified in charter)
                            --------------------

                  Oregon                                  93-0786033 
      (State or other jurisdiction of                    (IRS Employer 
       incorporation or organization)                  Identification No.) 

           8005 SW Boeckman Road 
            Wilsonville, Oregon                           97070-7777 
   (Address of principal executive offices)               (Zip Code) 

       Mentor Graphics Corporation 1989 Employee Stock Purchase Plan
                          (Full title of the plan)

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

                               DEAN M. FREED
                              General Counsel
                        Mentor Graphics Corporation
                           8005 SW Boeckman Road
                       Wilsonville, Oregon 97070-7777
                  (Name and address of agent for service)

        Telephone number, including area code, of agent for service:
                               (503) 685-7000

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

                                  Copy to:
                              STUART CHESTLER
                                Stoel Rives
                            900 SW Fifth Avenue
                        Portland, Oregon 97204-1268

                            --------------------
2 
                      CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------- 
                                          Proposed                   Amount 
  Title of                                Maximum      Maximum       of 
  Securities           Amount             Offering     Aggregate     Regis- 
  to Be                to Be              Price Per    Offering      tration 
  Registered           Registered         Share (1)    Price(1)      Fee 
- ---------------------------------------------------------------------------- 
  Common Stock, 
  without par 
  value                2,000,000 Shares   $18.125      $36,250,000   $12,500 
- ---------------------------------------------------------------------------- 

(1)   Estimated solely for the purpose of calculating the registration fee 
      pursuant to Rule 457(h) of the Securities Act of 1933.  The 
      calculation of the registration fee is based on $18.125, which was the 
      average of the high and low prices of the Common Stock on November 27, 
      1995 as reported in The Wall Street Journal for NASDAQ National Market 
      Issues.
II-1 
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference. 
          --------------------------------------- 

            The following documents filed by Mentor Graphics Corporation (the 
"Company") with the Securities and Exchange Commission are incorporated 
herein by reference: 

            (a)   The Company's latest annual report filed pursuant to Section 
      13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest 
      prospectus filed pursuant to Rule 424(b) under the Securities Act of 
      1933 that contains audited financial statements for the Company's 
      latest fiscal year for which such statements have been filed. 

            (b)   All other reports filed pursuant to Section 13(a) or 15(d) 
      of the Securities Exchange Act of 1934 since the end of the fiscal 
      year covered by the annual report or prospectus referred to in (a) 
      above. 

            (c)   The description of the authorized capital stock of the 
      Company contained in the Company's registration statement filed under 
      section 12 of the Securities Exchange Act of 1934, including any 
      amendment or report filed for the purpose of updating the description. 

            All reports and other documents subsequently filed by the Company 
pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange 
Act of 1934, as amended, prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby have been sold or which 
deregisters all securities remaining unsold, shall be deemed to be 
incorporated by reference herein and to be a part hereof from the date of 
the filing of such reports and 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. 
          ----------------------------------------- 

          Article V of the Company's Bylaws indemnifies directors and 
officers to the fullest extent permitted by the
II-2 
Oregon Business Corporation Act (Act).  The effects of Article V are 
summarized as follows: 

      (a)   The Article grants a right of indemnification in respect of any 
            action, suit, or proceeding (other than an action by or in the 
            right of the Company) against expenses (including attorneys' 
            fees), judgments, fines, and amounts paid in settlement actually 
            and reasonably incurred, if the persons concerned acted in good 
            faith and in a manner the person reasonably believed to be in or 
            not opposed to the best interests of the Company, was not 
            adjudged liable on the basis of receipt of an improper personal 
            benefit and, with respect to any criminal action or proceeding 
            had no reasonable cause to believe the conduct was unlawful.  The 
            termination of an action, suit or proceeding by judgment, order, 
            settlement, conviction, or plea of nolo contendere does not, of 
            itself, create a presumption that the person did not meet the 
            required standards of conduct. 

      (b)   The Article grants a right of indemnification in respect of any 
            action or suit by or in the right of the Company against the 
            expenses (including attorneys' fees) actually and reasonably 
            incurred if the person concerned acted in good faith and in a 
            manner the person reasonably believed to be in or not opposed to 
            the best interests of the Company, except that no right of 
            indemnification will be granted if the person is adjudged to be 
            liable to the Company. 

      (c)   Every person who has been wholly successful on the merits of a 
            controversy described in (a) or (b) above is entitled to 
            indemnification as a matter of right. 

      (d)   The Company is required to promptly indemnify a director or 
            officer unless it is determined by a majority of disinterested 
            directors or by independent counsel that the person's actions did 
            not meet the relevant standard for indemnification.  If the 
            disinterested directors or independent counsel determine that 
            indemnification is not required, the person seeking 
            indemnification may petition a court for an independent 
            determination.  In any court action, the Company will have the 
            burden of proving that indemnification would not be proper.  
            Neither the disinterested directors' failure to make a 
            determination regarding indemnification for the claim nor an 
            actual determination that the person failed to meet the 
            applicable standard will be a defense to
II-3 
            such action or create a presumption that the person is not 
            entitled to indemnification. 

      (e)   The Company will advance to a director or officer the expenses 
            incurred in defending any action, suit or proceeding in advance 
            of its final disposition if the director or officer affirms in 
            good faith that he or she is entitled to indemnification and 
            undertakes to repay any amount advanced if it is determined by a 
            court that the person is not entitled to indemnification. 

      (f)   The Company may obtain insurance for the protection of its 
            directors and officers against any liability asserted against 
            them in their official capacities. 

            The rights of indemnification described above are not exclusive 
of any other rights of indemnification to which the persons indemnified may 
be entitled under any bylaw, agreement, vote of shareholders or directors, 
or otherwise. 

            The Company has also entered into Indemnity Agreements with all 
directors and officers.  While the Indemnity Agreements in large part 
incorporate the indemnification provisions of the Act as described above, 
they vary from the Act in several respects.  The Indemnity Agreements 
obligate the Company to provide the maximum indemnification protection 
allowed under Oregon law, which is intended to provide indemnification 
broader than that expressly authorized by the Act.  The most significant 
effect of the Indemnity Agreements is to add indemnification for judgments 
and settlements of derivative lawsuits to the fullest extent permitted by 
law as may be limited by public policy considerations applied by the 
courts. 

Item 7.   Exemption From Registration Claimed. 
          ----------------------------------- 

          Not Applicable. 

Item 8.   Exhibits. 
          -------- 

          4.A.    Restated Articles of Incorporation of the Company, as 
                  amended.  Incorporated by reference to Exhibit 4A of the 
                  Company's Registration Statement on Form S-3, Reg.
                  No. 33-23024. 

          4.B.    Bylaws of the Company.  Incorporated by reference to Exhibit 
                  4B of the Company's Registration Statement on Form S-3, Reg. 
                  No. 33-56759.
II-4 
            5.    Opinion of Counsel. 

           23.    Consent of Accountants. 

           24.    Powers of Attorney. 

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, 
represents a fundamental change in the information set forth in the 
registration statement; 

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a posteffective 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 new post-effective amendment shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed 
to be the initial bona fide offering thereof. 

            (3) To remove from registration by means of a posteffective 
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
II-5 
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-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 caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Wilsonville, State of Oregon, on 
this 27th day of November, 1995. 

                              MENTOR GRAPHICS CORPORATION 

                              By DEAN M. FREED 
                                 ----------------------------------- 
                                 Dean M. Freed, General Counsel 

            Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons on 
November 27, 1995 in the capacities indicated. 

      Signature                                         Title 
      ---------                                         ----- 

(1)  Principal Executive Officer: 

     *WALDEN C. RHINES                           President, Chief 
      --------------------------                Executive Officer and 
      Walden C. Rhines                          Director 

(2)   Principal Financial Officer: 

     *R. DOUGLAS NORBY                           Senior Vice President 
      -------------------------                 and Chief Financial 
      R. Douglas Norby                          Officer 

(3)   Principal Accounting Officer: 

     *JAMES J. LUTTENBACHER                      Corporate Controller 
      -------------------------                 and Chief Accounting 
      James J. Luttenbacher                     Officer 

(4)   Directors: 

     *MARSHA B. CONGDON                    Director 
      ------------------------ 
      Marsha B. Congdon
II-7 

     *JAMES R. FIEBIGER                    Director 
      ------------------------ 
      James R. Fiebiger 

     *FONTAINE K. RICHARDSON               Director 
      ------------------------ 
      Fontaine K. Richardson 

     *JON A. SHIRLEY                       Director 
      ------------------------ 
      Jon A. Shirley 

*By   DEAN M. FREED 
      ------------------------------- 
      Dean M. Freed, Attorney-In-Fact
EXHIBIT INDEX 

Exhibit 
Number            Document Description 
- -------           -------------------- 

  4A.             Restated Articles of Incorporation of the 
                  Company, as amended.  Incorporated by 
                  reference to Exhibit 4A to the Company's 
                  Registration Statement on Form S-3 
                  (Registration No. 33-23024). 

  4B.             Bylaws of the Company.  Incorporated by 
                  reference to Exhibit 4B to the Company's 
                  Registration Statement on Form S-3, Reg. No. 
                  33-56759. 

  5.              Opinion of Counsel. 

  23.             Consent of Accountants. 

  24.             Powers of Attorney.