Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                             Anaren Microwave, Inc.
             (Exact Name of registrant as specified in its charter)


                  New York                             16-0928561
       (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)             Identification Number)


   6635 Kirkville Road
   East Syracuse, New York                            13057
   (Address of Principal Executive Offices)         (Zip Code)



                             ANAREN MICROWAVE, INC.
                           INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

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

                                  Hugh A. Hair
                      Chairman and Chief Executive Officer
                             Anaren Microwave, Inc.
                               6635 Kirkville Road
                                  P.O. Box 178
                          East Syracuse, New York 10357
                     (Name and address of agent for service)

                                 (315) 432-8909
          (Telephone number, including area code, of agent for service)

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

================================================================================


<PAGE>

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                        Proposed       Proposed
                                        Maximum        Maximum
Title of                                Offering       Aggregate   Amount of
Securities to          Amount to be     Price          Offering    Registra-
be Registered          Registered (1)   Per Share      Price       tion Fee (2)
- --------------------------------------------------------------------------------

Common Stock             400,000         $6.31        $2,524,000      $505
($.01 par value)         Shares
- --------------------------------------------------------------------------------

Notes:

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     Registration  Statement  covers,  in  addition  to the  number of shares of
     Common  Stock  stated  above,  an  indeterminate  number of shares which by
     reason of certain  events  specified in the  registrant's  Incentive  Stock
     Option Plan (the "Plan") may become subject to the Plan.

(2)  Solely for purposes of calculating the registration  fee, and in accordance
     with Rule  457(c),  the  400,000  shares  which may be the subject of stock
     options  to be  granted in the future are deemed to be offered at $6.31 per
     share,  the  average of the high and low prices  reported  by the  National
     Association of Securities  Dealers  Automated  Quotation  System,  National
     Market as of April 30, 1996.








                                       -2-

<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  have been filed by Anaren  Microwave,  Inc. (the
"Registrant") with the Securities and Exchange Commission ("the Commission") and
are hereby incorporated by reference in this Registration Statement:

          1. the  registrant's  Annual  Report on Form 10-K for the fiscal  year
     ended July 1, 1995; and

          2. all other reports filed by the Registrant pursuant to Section 13(a)
     or 15(d) of the  Securities  and  Exchange Act of 1934 since the end of the
     fiscal year covered by the Annual Report referred to above, including:  the
     registrant's  Quarterly  Reports  on  Form  10-Q  for  the  quarters  ended
     September 30, 1995 and December 31, 1995.

     All documents  subsequently  filed by the  registrant  with the  Commission
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  in  this  Registration  Statement  and to be a part
thereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Common stock of the registrant.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  registrants's  by-laws provide that the registrant shall indemnify any
director  or  officer  for  all  liabilities  (including,  but not  limited  to,
reasonable  costs,  expenses,  attorney's  fees, and  obligations for payment in
settlement  and  final  judgment)  incurred  by  or  imposed  upon  him  in  the
preparation,  conduct or compromise,  or as a result of any actual or threatened
action,  suit, or  proceeding by or in the right of the  registrant to procure a
judgment  in its  favor by reason  of the fact  that he is or was  serving  as a
director or officer of the registrant,  or that such director or officer, at the
request of the  registrant,is  or was serving any other  enterprise  in any such
capacity, if such director or officer acted in good faith for a purpose which he




                                       -3-

<PAGE>

reasonably  expected  to be in or not  opposed  to  the  best  interests  of the
registrant,  except  that no  indemnification  shall be made in respect to (a) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (b) any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the registrant,  unless such indemnification is ordered
by a court of competent jurisdiction.

     Reference is also made to the provisions of Sections 721 through 726 of the
New York  Business  Corporation  Law which  permit  the  indemnification  of the
Company's officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

          The  following  exhibits  are  filed  as a part of  this  Registration
          Statement:

          5 and 23  Opinion of Saiber  Schlesinger  Satz &  Goldstein  regarding
                    legality  of  securities   being   registered   and  Consent
                    of  Counsel included therein.

          23        Consent   of  KPMG  Peat   Marwick, LLP,  Independent Public
                    Accountants.

ITEM 9. UNDERTAKINGS.

I. 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 (except to the extent
the  information  required to be included by clauses (i) or (ii) is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange Act of 1934 that are  incorporated  by reference  into this
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.

     (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




                                       -4-

<PAGE>

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 post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) 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.

     (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.

II. In accordance with the undertakings described above in section I.(1) of this
Item 9, the registrant sets forth the following:

          The  registrant  recorded  sales  of  $4,101,685  and  a net  loss  of
     $(1,197,795)  for the third  quarter  ended March 31, 1996.  These  figures
     compare  to  sales  of  $4,684,707  and a net  loss of  $(124,272)  for the
     comparable  period  of the  prior  year.  The loss per  share for the third
     quarter  was  $(.30)  compared  to a loss per share of $(.04) for the third
     quarter of last year.

          Net  sales  for  the  9  month  period  ended  March  31,  1996,  were
     $12,992,779,  up 10 percent from net sales of $11,794,489  for the 9 months
     ended April 1, 1995.  The net loss for the 9 month  period  ended March 31,
     1996 was  $(1,121,004)  or  $(.28)  per  share,  compared  to a net loss of
     $(2,746,534)  or $(.67) per  share for the  comparable  period of the prior
     fiscal year.

          Included in the results for both the 9 months and 3 months ended March
     31,  1996  was a third  quarter  restructuring  charge  against  income  of
     $810,000  resulting  from a  provision  for  the  costs  associated  with a
     management buyout and liquidation of the registrant's EW Simulator business
     at  its  foreign  subsidiary  in  England.   This  charge,  which  includes
     provisions  for the writedown of EW Simulator  assets to realizable  value,
     legal and professional  fees and costs to complete an existing EW Simulator
     contract in excess of expected  revenue,  reduced  earnings  for both the 3
     months and 9 months ended March 31, 1996 by $810,000, or $(.20) per share.




                                       -5-

<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 the City of Syracuse, State of New York on May 3, 1996.

                                       ANAREN MICROWAVE, INC.


                                       By: /s/ Hugh A. Hair
                                       -----------------------------
                                       Hugh A. Hair
                                       Chairman and 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.


Signature                      Title                          Date
- ---------                      -----                          ----

/s/Hugh A. Hair             Chairman and
- ---------------------       Chief Executive Officer           May 3, 1996
Hugh A. Hair                (Principal Executive
                             Officer)

/s/Carl W. Gerst, Jr.
- ---------------------       Vice Chairman, Chief              May 3, 1996
Carl W. Gerst, Jr.          Technical Officer,
                            Treasurer

/s/Joseph E. Porcello
- ---------------------       Vice President of                 May 3, 1996
Joseph E. Porcello          of Finance and
                            Controller
                            (Principal Financial
                            and Accounting Officer)

/s/Lawrence A. Sala
- ---------------------       Director                          May 3, 1996
Lawrence A. Sala

/s/William J. Mackay
- ---------------------       Director                          May 3, 1996
William J. Mackay








                                       -6-

<PAGE>

Signature                      Title                          Date
- ---------                      -----                          ----

/s/Dale F. Eck
- ---------------------       Director                           May 3, 1996
Dale F. Eck

/s/Abraham Manber
- ---------------------       Director                           May 3, 1996
Abraham Manber

/s/Herbert I. Corkin
- ---------------------       Director                           May 3, 1996
Herbert I. Corkin







                                       -7-

<PAGE>

                                INDEX TO EXHIBITS

Exhibits
- --------

5 and 23    Opinion of Saiber,  Schlesinger Satz & Goldstein  regarding legality
            of  securities   being  registered  and  Consent of Counsel included
            therein.
               
23          Consent of KPMG Peat Marwick LLP, Independent Public Accountants.






                                       -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15285}]
{"company-data": {"conformed-name": "ANAREN MICROWAVE INC", "cik": "0000006314", "assigned-sic": "3812", "irs-number": "160928561", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03193", "film-number": "96556650"}, "business-address": {"street1": "6635 KIRKVILLE RD", "city": "EAST SYRACUSE", "state": "NY", "zip": "13057", "phone": "3154328909"}, "mail-address": {"street1": "6635 KIRKVILLE ROAD", "city": "EAST SYRACUSE", "state": "NY", "zip": "13057"}, "former-company": {"former-conformed-name": "MICRONETICS INC", "date-changed": "19721103"}}
Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                             Anaren Microwave, Inc.
             (Exact Name of registrant as specified in its charter)

                  New York                             16-0928561
       (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)             Identification Number)

   6635 Kirkville Road
   East Syracuse, New York                            13057
   (Address of Principal Executive Offices)         (Zip Code)

                             ANAREN MICROWAVE, INC.
                           INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

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

                                  Hugh A. Hair
                      Chairman and Chief Executive Officer
                             Anaren Microwave, Inc.
                               6635 Kirkville Road
                                  P.O. Box 178
                          East Syracuse, New York 10357
                     (Name and address of agent for service)

                                 (315) 432-8909
          (Telephone number, including area code, of agent for service)

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

================================================================================
CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                        Proposed       Proposed
                                        Maximum        Maximum
Title of                                Offering       Aggregate   Amount of
Securities to          Amount to be     Price          Offering    Registra-
be Registered          Registered (1)   Per Share      Price       tion Fee (2)
- --------------------------------------------------------------------------------

Common Stock             400,000         $6.31        $2,524,000      $505
($.01 par value)         Shares
- --------------------------------------------------------------------------------

Notes:

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     Registration  Statement  covers,  in  addition  to the  number of shares of
     Common  Stock  stated  above,  an  indeterminate  number of shares which by
     reason of certain  events  specified in the  registrant's  Incentive  Stock
     Option Plan (the "Plan") may become subject to the Plan.

(2)  Solely for purposes of calculating the registration  fee, and in accordance
     with Rule  457(c),  the  400,000  shares  which may be the subject of stock
     options  to be  granted in the future are deemed to be offered at $6.31 per
     share,  the  average of the high and low prices  reported  by the  National
     Association of Securities  Dealers  Automated  Quotation  System,  National
     Market as of April 30, 1996.

                                       -2-
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  have been filed by Anaren  Microwave,  Inc. (the
"Registrant") with the Securities and Exchange Commission ("the Commission") and
are hereby incorporated by reference in this Registration Statement:

          1. the  registrant's  Annual  Report on Form 10-K for the fiscal  year
     ended July 1, 1995; and

          2. all other reports filed by the Registrant pursuant to Section 13(a)
     or 15(d) of the  Securities  and  Exchange Act of 1934 since the end of the
     fiscal year covered by the Annual Report referred to above, including:  the
     registrant's  Quarterly  Reports  on  Form  10-Q  for  the  quarters  ended
     September 30, 1995 and December 31, 1995.

     All documents  subsequently  filed by the  registrant  with the  Commission
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  in  this  Registration  Statement  and to be a part
thereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Common stock of the registrant.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  registrants's  by-laws provide that the registrant shall indemnify any
director  or  officer  for  all  liabilities  (including,  but not  limited  to,
reasonable  costs,  expenses,  attorney's  fees, and  obligations for payment in
settlement  and  final  judgment)  incurred  by  or  imposed  upon  him  in  the
preparation,  conduct or compromise,  or as a result of any actual or threatened
action,  suit, or  proceeding by or in the right of the  registrant to procure a
judgment  in its  favor by reason  of the fact  that he is or was  serving  as a
director or officer of the registrant,  or that such director or officer, at the
request of the  registrant,is  or was serving any other  enterprise  in any such
capacity, if such director or officer acted in good faith for a purpose which he

                                       -3-
reasonably  expected  to be in or not  opposed  to  the  best  interests  of the
registrant,  except  that no  indemnification  shall be made in respect to (a) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (b) any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the registrant,  unless such indemnification is ordered
by a court of competent jurisdiction.

     Reference is also made to the provisions of Sections 721 through 726 of the
New York  Business  Corporation  Law which  permit  the  indemnification  of the
Company's officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

          The  following  exhibits  are  filed  as a part of  this  Registration
          Statement:

          5 and 23  Opinion of Saiber  Schlesinger  Satz &  Goldstein  regarding
                    legality  of  securities   being   registered   and  Consent
                    of  Counsel included therein.

          23        Consent   of  KPMG  Peat   Marwick, LLP,  Independent Public
                    Accountants.

ITEM 9. UNDERTAKINGS.

I. 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 (except to the extent
the  information  required to be included by clauses (i) or (ii) is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange Act of 1934 that are  incorporated  by reference  into this
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.

     (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

                                       -4-
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 post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) 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.

     (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.

II. In accordance with the undertakings described above in section I.(1) of this
Item 9, the registrant sets forth the following:

          The  registrant  recorded  sales  of  $4,101,685  and  a net  loss  of
     $(1,197,795)  for the third  quarter  ended March 31, 1996.  These  figures
     compare  to  sales  of  $4,684,707  and a net  loss of  $(124,272)  for the
     comparable  period  of the  prior  year.  The loss per  share for the third
     quarter  was  $(.30)  compared  to a loss per share of $(.04) for the third
     quarter of last year.

          Net  sales  for  the  9  month  period  ended  March  31,  1996,  were
     $12,992,779,  up 10 percent from net sales of $11,794,489  for the 9 months
     ended April 1, 1995.  The net loss for the 9 month  period  ended March 31,
     1996 was  $(1,121,004)  or  $(.28)  per  share,  compared  to a net loss of
     $(2,746,534)  or $(.67) per  share for the  comparable  period of the prior
     fiscal year.

          Included in the results for both the 9 months and 3 months ended March
     31,  1996  was a third  quarter  restructuring  charge  against  income  of
     $810,000  resulting  from a  provision  for  the  costs  associated  with a
     management buyout and liquidation of the registrant's EW Simulator business
     at  its  foreign  subsidiary  in  England.   This  charge,  which  includes
     provisions  for the writedown of EW Simulator  assets to realizable  value,
     legal and professional  fees and costs to complete an existing EW Simulator
     contract in excess of expected  revenue,  reduced  earnings  for both the 3
     months and 9 months ended March 31, 1996 by $810,000, or $(.20) per share.

                                       -5-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Syracuse, State of New York on May 3, 1996.

                                       ANAREN MICROWAVE, INC.

                                       By: /s/ Hugh A. Hair
                                       -----------------------------
                                       Hugh A. Hair
                                       Chairman and 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.

Signature                      Title                          Date
- ---------                      -----                          ----

/s/Hugh A. Hair             Chairman and
- ---------------------       Chief Executive Officer           May 3, 1996
Hugh A. Hair                (Principal Executive
                             Officer)

/s/Carl W. Gerst, Jr.
- ---------------------       Vice Chairman, Chief              May 3, 1996
Carl W. Gerst, Jr.          Technical Officer,
                            Treasurer

/s/Joseph E. Porcello
- ---------------------       Vice President of                 May 3, 1996
Joseph E. Porcello          of Finance and
                            Controller
                            (Principal Financial
                            and Accounting Officer)

/s/Lawrence A. Sala
- ---------------------       Director                          May 3, 1996
Lawrence A. Sala

/s/William J. Mackay
- ---------------------       Director                          May 3, 1996
William J. Mackay

                                       -6-
Signature                      Title                          Date
- ---------                      -----                          ----

/s/Dale F. Eck
- ---------------------       Director                           May 3, 1996
Dale F. Eck

/s/Abraham Manber
- ---------------------       Director                           May 3, 1996
Abraham Manber

/s/Herbert I. Corkin
- ---------------------       Director                           May 3, 1996
Herbert I. Corkin

                                       -7-
INDEX TO EXHIBITS

Exhibits
- --------

5 and 23    Opinion of Saiber,  Schlesinger Satz & Goldstein  regarding legality
            of  securities   being  registered  and  Consent of Counsel included
            therein.
               
23          Consent of KPMG Peat Marwick LLP, Independent Public Accountants.

                                       -8-