<PAGE>



   Registration No. 33-__________________


                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549


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



                             ICO, INC.
       (Exact name of Registrant as specified in its Charter)

     Texas                                        75-1619554
   (State or other jurisdiction of           (I.R.S. Employer 
    incorporation or organization)           Identification No.)


                             ICO, INC.
                  100 Glenborough Drive, Suite 250
                       Houston, Texas  77067
                           (713) 872-4994
   (Address, including zip code, and telephone number, including
   area code, of Registrant's principal executive offices)


                             ICO, Inc.
                       1995 Stock Option Plan


                       Gary P. Kreider, Esq.
                    Keating, Muething & Klekamp
                       One East Fourth Street
                      Cincinnati, Ohio  45202
                           (513) 579-6411
      (Name, address, including zip code and telephone number,
             including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE
     Title of                Proposed
       Each                   Maximum    Proposed
     Class of                Offering     Maximum
    Securities   Amount to     Price     Aggregate    Amount of
       to be         be         Per      Offering     Registra-
    Registered   Registered  Share (1)    Price (1)   tion Fee
    ___________  __________  _________   __________   _________

      Common     400,000(2)    4.9375     1,975,000     $682.00
      Stock,       Shares
      No par
       value


   (1)  Estimated pursuant to Rule 457(c) solely for the purpose
        of calculating the registration fee;  based on the
        average of the high and low prices reported on the
        National Association of Securities Dealers Automated
        Quotations System -National Market System on October 17,
        1995.

   (2)  This Registration Statement is filed for up to 400,000
        shares of Common Stock issuable upon exercise of options
        granted pursuant to the ICO, Inc. 1995 Stock Option Plan.




   <PAGE>

                              Part II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference

        The following documents filed by ICO, Inc. (the
   "Company") with the Securities and Exchange Commission are
   incorporated herein by reference and made a part hereof:

        1.   The Company's Annual Report on Form 10-K for the
             Fiscal Year ended September 30, 1994.

        2.   The Company's Quarterly Reports on Form 10-Q for the
             Quarters ended December 31, 1994, March 31, 1995 and
             June 30, 1995.

        3.   The description of the Company's Common Stock
             contained in a Registration Statement on Form 8-A
             filed with the Securities and Exchange Commission on
             March 25, 1982.

        All reports and other documents subsequently filed by the
   Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
   Securities Exchange Act of 1934, prior to the filing of a
   post-effective amendment which indicates that all Common Stock
   offered has been sold or which deregisters all Common Stock
   then remaining unsold, shall be deemed to be incorporated by
   reference in this Registration Statement and to be a part
   hereof from the date of filing 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

        Article 2.02-1 of the Texas Business Corporation Act
   provides:

        (1)  A corporation may indemnify any officer or director
             from and against any judgments, penalties, fines,
             settlements, and reasonable expenses actually
             incurred by him in an action, suit, investigation or
             other proceeding to which he is, was, or is
             threatened to be a party; provided that it is
             determined by the Board of Directors, a committee
             thereof, special legal counsel, or a majority of the
             stockholders that such officer or director:  (a)
             acted in good faith; (b) reasonably believed that
             his conduct was in the best interest of the
             corporation or was, in some circumstances, not
             opposed to the corporation's interest, and (c) in a
             criminal case, had no reasonable cause to believe
             his conduct was unlawful.  Such indemnity is limited
             to the reasonable expenses actually incurred in
             matters as to which the officer or director is found
             liable to the corporation or is found liable on the
             basis that a personal benefit was improperly
             received by him.  No indemnification is permitted
             with respect to any proceeding in which the officer
             or director is found liable for willful or intentional
             misconduct in the performance of his duty to the corporation.

<PAGE>

        (2)  A corporation shall indemnify a director against
             reasonable expenses incurred by him in connection
             with an action, suit, investigation, or other
             proceeding to which he is, was, or was threatened to
             be a party if he has been wholly successful in its
             defense.

        (3)  A corporation may advance an officer or director the
             reasonable costs of defending an action, suit,
             investigation or other proceeding in certain cases.

        (4)  A corporation shall have power to purchase and
             maintain insurance on behalf of any person who is or
             was a director, officer, employee or agent of the
             corporation, or is or was serving at the request of
             the corporation as a director, officer, employee, or
             agent of another corporation, partnership, joint
             venture, trust, or other enterprise against any
             liability asserted against him and incurred by him
             in any such capacity or arising out of his status as
             such, whether or not the corporation would have the
             power to indemnify him against such liability under
             the provisions of this Article.

        Article 7, Section 7.01 of the Registrant's Bylaws
        provides for indemnification of directors and officers,
        and such Article 7, Section 7.01 is hereby incorporated
        herein by reference.

        The Registrant has purchased a directors and officers
        liability and corporation reimbursement policy in the
        amount of $5,000,000 which, subject to certain
        exceptions, protects the officers and directors of the
        Registrant against liabilities arising from any claim for
        breach of duty, neglect, error, misstatement, misleading
        statement, omission or other act attempted, committed or
        allegedly committed by reason of the director or officer
        acting in such capacity.

        Article 302-7.06 of the Texas Miscellaneous Corporation
        Laws Act permits a corporation to provide in its articles
        of incorporation that a director of the corporation shall
        not be personally liable to the corporation or its
        stockholders for monetary damages for an act or omission
        in the director's capacity as a director, except for
        liability (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,
        (iii) for any transaction from which the director derived
        an improper personal benefit, or (iv) an act or omission
        for which liability of a director is expressly provided
        by applicable statute.

        Article Twelve of the Articles of Incorporation of the
        Registrant provides that to the full extent that the
        Texas Miscellaneous Corporation Laws Act, as it now
        exists or may hereafter be amended, permits the
        limitation or elimination of the liability of directors,
        a director of the Registrant shall not be liable to the
        Registrant or its stockholders for monetary damages for
        breach of fiduciary duty as a director.  Any amendment to
        or repeal of such Article Twelfth shall not adversely
        affect any right or protection of a director of the
        Registrant for or with respect to any acts or omissions
        of such director occurring prior to such amendment or
        repeal.

   Item 7. Exemption from Registration Claimed

           Not applicable.





   <PAGE>

   Item 8. Exhibits

        4. Instruments defining the rights of security holders,
           including indentures:

           ICO, Inc. 1995 Stock Option Plan (Incorporated by
           reference to Exhibit "A" to the ICO, Inc. Proxy
           Statement dated August 10, 1995)

        5. Opinion re: Legality   opinion of Keating, Muething &
           Klekamp   filed herewith.

        23.  Consents of Experts and Counsel

           23.1.  Consent of Keating, Muething & Klekamp is
                  contained in its opinion filed as Exhibit 5 to
                  this Registration Statement

           23.2.  Consent of Price Waterhouse LLP is filed
                  herewith

        24.  Power of Attorney (see signature page of this
             Registration Statement - Pages 6-7)


   Item 9. Undertakings

        9.1  The undersigned Registrant hereby undertakes 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 this
             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 this Registration
             Statement and (iii) to include any material
             information with respect to the plan of distribution
             not previously disclosed in the Registration
             Statement; provided, however, that (i) and (ii)
             shall not apply if the information required to be
             included in a post-effective amendment 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 this Registration Statement.

        9.2  The undersigned Registrant hereby undertakes that,
             for the purpose of determining any liability under
             the Securities Act of 1933, each such post-effective
             amendment shall be deemed to be a new Registration
             Statement relating to the securities offered
             therein, and the offering of such securities at that
             time shall be deemed to be the initial bona fide
             offering thereof.

        9.3  The undersigned Registrant hereby undertakes 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.

        9.4  The undersigned Registrant hereby undertakes that,
             for purposes of determining any liability under the
             Securities Act of 1933, each filing of the
             Registrant's annual report pursuant to Section 13(a)
             or Section 15(d) of the Securities Exchange Act of
             1934 (and, where applicable, each filing of an
             employee benefit plan's annual report pursuant to 
             Section 15(d) of the Securities Exchange Act of 1934) that is
             incorporated by reference in the Registration Statement shall
             be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such
             securities at that time shall be deemed to be the initial bona
             fide offering thereof.

<PAGE>
        9.5  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>

                             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 Houston, Texas, on October 23, 1995.

                            ICO, INC.


                            By: /s/ Sylvia A. Pacholder
                              ___________________________________
                                 Sylvia A. Pacholder, President &
                                      Chief Executive Officer

        Pursuant to the requirements of the Securities Act of
   1933, this Registration Statement has been signed by the
   following persons in the capacities and on the dates
   indicated.  The persons whose names are marked with an
   asterisk (*) below hereby designate Jon C. Biro as Attorney-
   In-Fact to sign all amendments including any post-effective
   amendments to this Registration Statement.



   Signature                Capacity            Date

   /s/ Sylvia A. Pacholder
   ______________________   President &         October 23, 1995
   Sylvia A. Pacholder *    Chief Executive
                            Officer
                            (Principal Executive
                            Officer)

   /s/ Asher O. Pacholder
   _______________________  Chairman of the     October 23, 1995
   Asher O. Pacholder *     Board & Chief 
                            Financial Officer
                            (Principal Financial
                            Officer)

   /s/ William E. Cornelius
   ________________________ Director            October 23, 1995
   William E. Cornelius *

   /s/ William J. Morgan
   ________________________ Director            October 23, 1995
   William J. Morgan *

   /s/ Robin E. Pacholder
   ________________________ Director            October 23, 1995
   Robin E. Pacholder *

   /s/ John F. Williamson
   ________________________ Director            October 23, 1995
   John F. Williamson *

   /s/ Jon C. Biro
   ________________________ Controller          October 23, 1995
   Jon C. Biro              & Treasurer
                            (Prinicpal 
                            Accounting
                            Officer)

   <PAGE>

                         Index to Exhibits

       Exhibit                                                   
       Number               Description

        5.        Opinion re: Legality   opinion of Keating,
                  Muething &  Klekamp   filed herewith.

        23.       Consents of Experts and Counsel

        23.1.     Consent of Keating, Muething & Klekamp is 
                  contained in its opinion filed as Exhibit 5 to 
                  this Registration Statement

        23.2.     Consent of Price Waterhouse LLP is filed
                  herewith

        24.       Power of Attorney (see signature pages of this
                  Registration Statement - Pages 6-7)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17537}]
{"company-data": {"conformed-name": "ICO INC", "cik": "0000353567", "assigned-sic": "1389", "irs-number": "751619554", "state-of-incorporation": "TX", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63641", "film-number": "95583617"}, "business-address": {"street1": "NORTHBOROUGH TOWER", "street2": "100 GLENBOROUGH DR STE 250", "city": "HOUSTON", "state": "TX", "zip": "77067", "phone": "7138724994"}, "mail-address": {"street1": "100 GLENBOROUGH DR", "street2": "SUITE 250", "city": "HOUSTON", "state": "TX", "zip": "77067"}}
Registration No. 33-__________________

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

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

                             ICO, INC.
       (Exact name of Registrant as specified in its Charter)

     Texas                                        75-1619554
   (State or other jurisdiction of           (I.R.S. Employer 
    incorporation or organization)           Identification No.)

                             ICO, INC.
                  100 Glenborough Drive, Suite 250
                       Houston, Texas  77067
                           (713) 872-4994
   (Address, including zip code, and telephone number, including
   area code, of Registrant's principal executive offices)

                             ICO, Inc.
                       1995 Stock Option Plan

                       Gary P. Kreider, Esq.
                    Keating, Muething & Klekamp
                       One East Fourth Street
                      Cincinnati, Ohio  45202
                           (513) 579-6411
      (Name, address, including zip code and telephone number,
             including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE
     Title of                Proposed
       Each                   Maximum    Proposed
     Class of                Offering     Maximum
    Securities   Amount to     Price     Aggregate    Amount of
       to be         be         Per      Offering     Registra-
    Registered   Registered  Share (1)    Price (1)   tion Fee
    ___________  __________  _________   __________   _________

      Common     400,000(2)    4.9375     1,975,000     $682.00
      Stock,       Shares
      No par
       value

   (1)  Estimated pursuant to Rule 457(c) solely for the purpose
        of calculating the registration fee;  based on the
        average of the high and low prices reported on the
        National Association of Securities Dealers Automated
        Quotations System -National Market System on October 17,
        1995.

   (2)  This Registration Statement is filed for up to 400,000
        shares of Common Stock issuable upon exercise of options
        granted pursuant to the ICO, Inc. 1995 Stock Option Plan.
Part II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference

        The following documents filed by ICO, Inc. (the
   "Company") with the Securities and Exchange Commission are
   incorporated herein by reference and made a part hereof:

        1.   The Company's Annual Report on Form 10-K for the
             Fiscal Year ended September 30, 1994.

        2.   The Company's Quarterly Reports on Form 10-Q for the
             Quarters ended December 31, 1994, March 31, 1995 and
             June 30, 1995.

        3.   The description of the Company's Common Stock
             contained in a Registration Statement on Form 8-A
             filed with the Securities and Exchange Commission on
             March 25, 1982.

        All reports and other documents subsequently filed by the
   Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
   Securities Exchange Act of 1934, prior to the filing of a
   post-effective amendment which indicates that all Common Stock
   offered has been sold or which deregisters all Common Stock
   then remaining unsold, shall be deemed to be incorporated by
   reference in this Registration Statement and to be a part
   hereof from the date of filing 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

        Article 2.02-1 of the Texas Business Corporation Act
   provides:

        (1)  A corporation may indemnify any officer or director
             from and against any judgments, penalties, fines,
             settlements, and reasonable expenses actually
             incurred by him in an action, suit, investigation or
             other proceeding to which he is, was, or is
             threatened to be a party; provided that it is
             determined by the Board of Directors, a committee
             thereof, special legal counsel, or a majority of the
             stockholders that such officer or director:  (a)
             acted in good faith; (b) reasonably believed that
             his conduct was in the best interest of the
             corporation or was, in some circumstances, not
             opposed to the corporation's interest, and (c) in a
             criminal case, had no reasonable cause to believe
             his conduct was unlawful.  Such indemnity is limited
             to the reasonable expenses actually incurred in
             matters as to which the officer or director is found
             liable to the corporation or is found liable on the
             basis that a personal benefit was improperly
             received by him.  No indemnification is permitted
             with respect to any proceeding in which the officer
             or director is found liable for willful or intentional
             misconduct in the performance of his duty to the corporation.
(2)  A corporation shall indemnify a director against
             reasonable expenses incurred by him in connection
             with an action, suit, investigation, or other
             proceeding to which he is, was, or was threatened to
             be a party if he has been wholly successful in its
             defense.

        (3)  A corporation may advance an officer or director the
             reasonable costs of defending an action, suit,
             investigation or other proceeding in certain cases.

        (4)  A corporation shall have power to purchase and
             maintain insurance on behalf of any person who is or
             was a director, officer, employee or agent of the
             corporation, or is or was serving at the request of
             the corporation as a director, officer, employee, or
             agent of another corporation, partnership, joint
             venture, trust, or other enterprise against any
             liability asserted against him and incurred by him
             in any such capacity or arising out of his status as
             such, whether or not the corporation would have the
             power to indemnify him against such liability under
             the provisions of this Article.

        Article 7, Section 7.01 of the Registrant's Bylaws
        provides for indemnification of directors and officers,
        and such Article 7, Section 7.01 is hereby incorporated
        herein by reference.

        The Registrant has purchased a directors and officers
        liability and corporation reimbursement policy in the
        amount of $5,000,000 which, subject to certain
        exceptions, protects the officers and directors of the
        Registrant against liabilities arising from any claim for
        breach of duty, neglect, error, misstatement, misleading
        statement, omission or other act attempted, committed or
        allegedly committed by reason of the director or officer
        acting in such capacity.

        Article 302-7.06 of the Texas Miscellaneous Corporation
        Laws Act permits a corporation to provide in its articles
        of incorporation that a director of the corporation shall
        not be personally liable to the corporation or its
        stockholders for monetary damages for an act or omission
        in the director's capacity as a director, except for
        liability (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,
        (iii) for any transaction from which the director derived
        an improper personal benefit, or (iv) an act or omission
        for which liability of a director is expressly provided
        by applicable statute.

        Article Twelve of the Articles of Incorporation of the
        Registrant provides that to the full extent that the
        Texas Miscellaneous Corporation Laws Act, as it now
        exists or may hereafter be amended, permits the
        limitation or elimination of the liability of directors,
        a director of the Registrant shall not be liable to the
        Registrant or its stockholders for monetary damages for
        breach of fiduciary duty as a director.  Any amendment to
        or repeal of such Article Twelfth shall not adversely
        affect any right or protection of a director of the
        Registrant for or with respect to any acts or omissions
        of such director occurring prior to such amendment or
        repeal.

   Item 7. Exemption from Registration Claimed

           Not applicable.
Item 8. Exhibits

        4. Instruments defining the rights of security holders,
           including indentures:

           ICO, Inc. 1995 Stock Option Plan (Incorporated by
           reference to Exhibit "A" to the ICO, Inc. Proxy
           Statement dated August 10, 1995)

        5. Opinion re: Legality   opinion of Keating, Muething &
           Klekamp   filed herewith.

        23.  Consents of Experts and Counsel

           23.1.  Consent of Keating, Muething & Klekamp is
                  contained in its opinion filed as Exhibit 5 to
                  this Registration Statement

           23.2.  Consent of Price Waterhouse LLP is filed
                  herewith

        24.  Power of Attorney (see signature page of this
             Registration Statement - Pages 6-7)

   Item 9. Undertakings

        9.1  The undersigned Registrant hereby undertakes 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 this
             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 this Registration
             Statement and (iii) to include any material
             information with respect to the plan of distribution
             not previously disclosed in the Registration
             Statement; provided, however, that (i) and (ii)
             shall not apply if the information required to be
             included in a post-effective amendment 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 this Registration Statement.

        9.2  The undersigned Registrant hereby undertakes that,
             for the purpose of determining any liability under
             the Securities Act of 1933, each such post-effective
             amendment shall be deemed to be a new Registration
             Statement relating to the securities offered
             therein, and the offering of such securities at that
             time shall be deemed to be the initial bona fide
             offering thereof.

        9.3  The undersigned Registrant hereby undertakes 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.

        9.4  The undersigned Registrant hereby undertakes that,
             for purposes of determining any liability under the
             Securities Act of 1933, each filing of the
             Registrant's annual report pursuant to Section 13(a)
             or Section 15(d) of the Securities Exchange Act of
             1934 (and, where applicable, each filing of an
             employee benefit plan's annual report pursuant to 
             Section 15(d) of the Securities Exchange Act of 1934) that is
             incorporated by reference in the Registration Statement shall
             be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such
             securities at that time shall be deemed to be the initial bona
             fide offering thereof.
9.5  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.
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 Houston, Texas, on October 23, 1995.

                            ICO, INC.

                            By: /s/ Sylvia A. Pacholder
                              ___________________________________
                                 Sylvia A. Pacholder, President &
                                      Chief Executive Officer

        Pursuant to the requirements of the Securities Act of
   1933, this Registration Statement has been signed by the
   following persons in the capacities and on the dates
   indicated.  The persons whose names are marked with an
   asterisk (*) below hereby designate Jon C. Biro as Attorney-
   In-Fact to sign all amendments including any post-effective
   amendments to this Registration Statement.

   Signature                Capacity            Date

   /s/ Sylvia A. Pacholder
   ______________________   President &         October 23, 1995
   Sylvia A. Pacholder *    Chief Executive
                            Officer
                            (Principal Executive
                            Officer)

   /s/ Asher O. Pacholder
   _______________________  Chairman of the     October 23, 1995
   Asher O. Pacholder *     Board & Chief 
                            Financial Officer
                            (Principal Financial
                            Officer)

   /s/ William E. Cornelius
   ________________________ Director            October 23, 1995
   William E. Cornelius *

   /s/ William J. Morgan
   ________________________ Director            October 23, 1995
   William J. Morgan *

   /s/ Robin E. Pacholder
   ________________________ Director            October 23, 1995
   Robin E. Pacholder *

   /s/ John F. Williamson
   ________________________ Director            October 23, 1995
   John F. Williamson *

   /s/ Jon C. Biro
   ________________________ Controller          October 23, 1995
   Jon C. Biro              & Treasurer
                            (Prinicpal 
                            Accounting
                            Officer)
Index to Exhibits

       Exhibit                                                   
       Number               Description

        5.        Opinion re: Legality   opinion of Keating,
                  Muething &  Klekamp   filed herewith.

        23.       Consents of Experts and Counsel

        23.1.     Consent of Keating, Muething & Klekamp is 
                  contained in its opinion filed as Exhibit 5 to 
                  this Registration Statement

        23.2.     Consent of Price Waterhouse LLP is filed
                  herewith

        24.       Power of Attorney (see signature pages of this
                  Registration Statement - Pages 6-7)