As filed with the Securities and Exchange Commission on December 19, 1996.

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.  20549

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

ASECO CORPORATION
(Exact name of registrant as specified in its charter)

04-2816806
(I.R.S. Employer Identification No.)

Delaware
(State or other jurisdiction of incorporation or organization)

500 Donald Lynch Boulevard, Marlboro, MA   01752
(Address of principal executive offices)  (Zip Code)

1986 Incentive Stock Option Plan
1993 Employee Stock Purchase Plan
1993 Non-Employee Director Stock Option Plan
1993 Omnibus Stock Plan
(Full title of plans)

Carl S. Archer, Jr., President and Chief Executive Officer
Aseco Corporation, 500 Donald Lynch Boulevard, Marlboro, MA 01752
(Name and address of agent for service)

(508) 481-8896
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered...........Common Stock, $.01 par value
Amount to be registered (1)....................400,000 shares
Proposed maximum offering
     price per share (2).......................$ 9.625
Proposed maximum aggregate
     offering price (2)........................$ 3,850,000.00
Amount of registration fee.....................$ 1,166.67

(1)  Plus such additional number of shares as may be required
pursuant to the plans in the event of a stock dividend, split-up
of shares, recapitalization or other similar change in the Common
Stock.

(2)  Estimated solely for the purpose of calculating the
registration fee, in accordance with Rule 457(h)(1), on the basis
of the average of the high and low sale prices of the Common
Stock as reported on the Nasdaq National Market System on
December 16, 1996.
<PAGE>

EXPLANATORY NOTE

This Registration Statement has been prepared in accordance with
the requirements of Form S-8 and relates to 400,000 shares of 
Common Stock, $.01 par value, of Aseco Corporation (the "Company") which 
represents the aggregate
increase in the number of shares issuable under the Company's
1993 Omnibus Stock Plan and 1993 Non-Employee Director Stock
Option Plan approved by the Board of Directors of the Company on
May 13, 1996 and subsequently approved by stockholders of the
Company on August 8, 1996.  The Company previously filed with the
Securities and Exchange Commission on July 20, 1993, a
Registration Statement on Form S-8 (File No. 33-66250), covering
an aggregate of 751,661 shares of the Company's Common Stock,
including 200,000 shares then reserved for issuance under the
Company's 1993 Omnibus Stock Plan and 35,000 shares then reserved
for issuance under the Company's 1993 Non-Employee Director Stock
Option Plan; on February 1, 1995, a Registration Statement on
Form S-8 (File No. 33-89036), covering an additional 200,000
shares then reserved for issuance under the Company's 1993
Omnibus Stock Plan; and on December 14, 1995, a Registration
Statement on Form S-8 (File No. 33-80425), covering an aggregate
of 560,000 shares of the Company's Common Stock, including
530,000 additional shares then reserved for issuance under the
Company's 1993 Omnibus Stock Plan and 30,000 additional shares
then reserved for issuance under the Company's 1993 Non-Employee
Director Stock Option Plan.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents are hereby incorporated by reference
in this Registration Statement:

     (a)  The Company's 1996 Annual Report to Stockholders filed
with the Securities and Exchange Commission (the "Commission") on
June 28, 1996, containing the Company's audited financial
statements for its fiscal year ending March 31, 1996;

     (b)  The Company's Quarterly Reports on Form 10-Q for the
three month periods ended June 30, 1996 and September 30, 1996,
filed with the Commission; and

     (c)  The description of the Company's Common Stock contained in
(i) the Company's registration statement on Form 8-A filed with the 
Commission on February 26, 1993 and (ii) the Company's registration statements
on Form 8-A and Form 8-A/A filed with the Commission on August 26, 1996 and 
August 28, 1996, respectively.

     In addition, all documents filed by the Company after the
initial filing date of this registration statement pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and prior to the
filing of a post-effective amendment which indicates that all
shares registered hereunder have been sold or which de-registers
all shares 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 of such documents.

Item 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     Not applicable.

Item 6.   Indemnification of Officers and Directors

     Section 145 of the General Corporation Law of the State of
Delaware provided that a corporation may indemnify a director,
officer, employee or agent against expenses (including attorneys'
fee), judgments, fines and for amounts paid in settlement in
respect of or unsuccessful defense of any action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.

II-1
<PAGE>

     Article Ninth of the Company's Third Restated Certificate of
Incorporation provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for breach of the director's duty of loyalty, (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper
personal benefit.  Article Ninth further provides that a
director's personal liability shall be eliminated or limited in
the future to the fullest extent permitted from time to time by
the Delaware General Corporation Law.

     Article Tenth of the Company's Third Restated Certificate of
Incorporation provides that the Company shall, to the fullest
extent permitted from time to time under the Delaware General
Corporation Law, indemnify each of its directors and officers
against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in respect of any action,
suit or proceeding in which such director or officer may be
involved  or with which he may be threatened, while in office or
thereafter, by reason of his or her actions or omissions in
connection with services to the Company, such indemnification to
include prompt payment of expenses in advance of the final
disposition of any such action, suit or proceeding.

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits.

     4.1  Third Restated Certificate of Incorporation of the
Company (incorporated by reference from the Company's
Registration Statement on Form S-1 (SEC File No. 33-57644)
initially filed on January 29, 1993).

     4.2  Amended and Restated By-Laws of the Company.

     4.3  Rights Agreement, dated as of August 15, 1996, between
the Company and State Street Bank and Trust Company, as Rights
Agent, with exhibits (incorporated by reference from the
Company's Registration Statement on Form
8-A filed on August 26, 1996).

     5.1  Opinion of Choate, Hall & Stewart as to the legality of
the shares being registered.

     10.1 The Company's 1993 Omnibus Stock Plan (as amended and
restated effective as of June 14, 1996).

     10.2 The Company's 1993 Non-Employee Director Stock Option
Plan (as amended and restated effective as of May 13, 1996).

     23.1 Consent of Ernst & Young LLP.

     23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

II-2
<PAGE>

     24.1 Power of Attorney (included in page II-5).

Item 9.   Undertakings

     (a) The Company hereby undertakes:

          (1)  to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement 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 purposes of determining any
liability under the Securities Act of 1933, as amended (the
"Securities Act"), 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; and

          (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (b)  The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.

     (h)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provision, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such securities
being registered, the Company will, unless in the opinion of
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 Securities Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE>

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Town
of Marlboro, The Commonwealth of Massachusetts on December 19,
1996.

Aseco Corporation
(Issuer and Employer)



By: /s/ Carl S. Archer, Jr.
--------------------------
Carl S. Archer, Jr.,
President and Chief
Executive Officer


II-4
<PAGE>

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Carl S. Archer,
Jr., Sebastian J. Sicari and Robert V. Jahrling, jointly and
severally, his true and lawful attorneys-in-fact and agents with
full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below on
December 19, 1996 by the following persons in the capacities
indicated.

Name                Capacity


 /s/ Carl S. Archer, Jr.      President, Chief Executive Officer
-----------------------       and Director (Principal Executive Officer)
Carl S. Archer, Jr.

 /s/ Sebastian J. Sicari      Vice President, Finance and Administration,
------------------------      Chief Financial Officer and Treasurer (Principal
Sebastian J. Sicari           Financial and Accounting Officer)and Director)

 /s/ Sheldon Buckler          Director
------------------------
Sheldon Buckler

 /s/ Sheldon Weinig           Director
------------------------
Sheldon Weinig

 /s/ Gerald L. Wilson         Director
------------------------
Gerald L. Wilson


II-5
<PAGE>
INDEX TO EXHIBITS

Exhibit Number

4.1  Third Restated Certificate of Incorporation of the Company
(incorporated by reference from the Company's Registration
Statement on Form S-1 (SEC File No. 33-57644) initially filed on
January 29, 1993).

4.2  Amended and Restated By-Laws of the Company.

4.3  Rights Agreement, dated as of August 15, 1996, between the
Company and State Street Bank and Trust Company, as Rights Agent,
with exhibits (incorporated by reference from the Company's
Registration Statement on Form 8-A filed on August 26, 1996).

5.1  Opinion of Choate, Hall & Stewart.

10.1 The Company's 1993 Omnibus Stock Plan (as  amended and
restated effective  as of June 14, 1996).

10.2 The Company's 1993 Non-Employee Director Stock Option Plan
     (as amended and restated effective as of May 13, 1996).

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

24.1 Power of Attorney (included in page II-5).











II-6


DS1-292164
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FILED DEC. 1996", "secsgml_size_bytes": 14293}]
{"company-data": {"conformed-name": "ASECO CORP", "cik": "0000896645", "assigned-sic": "3825", "irs-number": "042816806", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18337", "film-number": "96683738"}, "business-address": {"street1": "500 DONALD LYNCH BLVD", "city": "MARLBORO", "state": "MA", "zip": "01752", "phone": "5084818896"}, "mail-address": {"street1": "500 DONALD LYNCH BOULEVARD", "city": "MARLBORO", "state": "MA", "zip": "01752"}}
As filed with the Securities and Exchange Commission on December 19, 1996.

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.  20549

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

ASECO CORPORATION
(Exact name of registrant as specified in its charter)

04-2816806
(I.R.S. Employer Identification No.)

Delaware
(State or other jurisdiction of incorporation or organization)

500 Donald Lynch Boulevard, Marlboro, MA   01752
(Address of principal executive offices)  (Zip Code)

1986 Incentive Stock Option Plan
1993 Employee Stock Purchase Plan
1993 Non-Employee Director Stock Option Plan
1993 Omnibus Stock Plan
(Full title of plans)

Carl S. Archer, Jr., President and Chief Executive Officer
Aseco Corporation, 500 Donald Lynch Boulevard, Marlboro, MA 01752
(Name and address of agent for service)

(508) 481-8896
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered...........Common Stock, $.01 par value
Amount to be registered (1)....................400,000 shares
Proposed maximum offering
     price per share (2).......................$ 9.625
Proposed maximum aggregate
     offering price (2)........................$ 3,850,000.00
Amount of registration fee.....................$ 1,166.67

(1)  Plus such additional number of shares as may be required
pursuant to the plans in the event of a stock dividend, split-up
of shares, recapitalization or other similar change in the Common
Stock.

(2)  Estimated solely for the purpose of calculating the
registration fee, in accordance with Rule 457(h)(1), on the basis
of the average of the high and low sale prices of the Common
Stock as reported on the Nasdaq National Market System on
December 16, 1996.
EXPLANATORY NOTE

This Registration Statement has been prepared in accordance with
the requirements of Form S-8 and relates to 400,000 shares of 
Common Stock, $.01 par value, of Aseco Corporation (the "Company") which 
represents the aggregate
increase in the number of shares issuable under the Company's
1993 Omnibus Stock Plan and 1993 Non-Employee Director Stock
Option Plan approved by the Board of Directors of the Company on
May 13, 1996 and subsequently approved by stockholders of the
Company on August 8, 1996.  The Company previously filed with the
Securities and Exchange Commission on July 20, 1993, a
Registration Statement on Form S-8 (File No. 33-66250), covering
an aggregate of 751,661 shares of the Company's Common Stock,
including 200,000 shares then reserved for issuance under the
Company's 1993 Omnibus Stock Plan and 35,000 shares then reserved
for issuance under the Company's 1993 Non-Employee Director Stock
Option Plan; on February 1, 1995, a Registration Statement on
Form S-8 (File No. 33-89036), covering an additional 200,000
shares then reserved for issuance under the Company's 1993
Omnibus Stock Plan; and on December 14, 1995, a Registration
Statement on Form S-8 (File No. 33-80425), covering an aggregate
of 560,000 shares of the Company's Common Stock, including
530,000 additional shares then reserved for issuance under the
Company's 1993 Omnibus Stock Plan and 30,000 additional shares
then reserved for issuance under the Company's 1993 Non-Employee
Director Stock Option Plan.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents are hereby incorporated by reference
in this Registration Statement:

     (a)  The Company's 1996 Annual Report to Stockholders filed
with the Securities and Exchange Commission (the "Commission") on
June 28, 1996, containing the Company's audited financial
statements for its fiscal year ending March 31, 1996;

     (b)  The Company's Quarterly Reports on Form 10-Q for the
three month periods ended June 30, 1996 and September 30, 1996,
filed with the Commission; and

     (c)  The description of the Company's Common Stock contained in
(i) the Company's registration statement on Form 8-A filed with the 
Commission on February 26, 1993 and (ii) the Company's registration statements
on Form 8-A and Form 8-A/A filed with the Commission on August 26, 1996 and 
August 28, 1996, respectively.

     In addition, all documents filed by the Company after the
initial filing date of this registration statement pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and prior to the
filing of a post-effective amendment which indicates that all
shares registered hereunder have been sold or which de-registers
all shares 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 of such documents.

Item 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     Not applicable.

Item 6.   Indemnification of Officers and Directors

     Section 145 of the General Corporation Law of the State of
Delaware provided that a corporation may indemnify a director,
officer, employee or agent against expenses (including attorneys'
fee), judgments, fines and for amounts paid in settlement in
respect of or unsuccessful defense of any action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.

II-1
Article Ninth of the Company's Third Restated Certificate of
Incorporation provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for breach of the director's duty of loyalty, (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper
personal benefit.  Article Ninth further provides that a
director's personal liability shall be eliminated or limited in
the future to the fullest extent permitted from time to time by
the Delaware General Corporation Law.

     Article Tenth of the Company's Third Restated Certificate of
Incorporation provides that the Company shall, to the fullest
extent permitted from time to time under the Delaware General
Corporation Law, indemnify each of its directors and officers
against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in respect of any action,
suit or proceeding in which such director or officer may be
involved  or with which he may be threatened, while in office or
thereafter, by reason of his or her actions or omissions in
connection with services to the Company, such indemnification to
include prompt payment of expenses in advance of the final
disposition of any such action, suit or proceeding.

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits.

     4.1  Third Restated Certificate of Incorporation of the
Company (incorporated by reference from the Company's
Registration Statement on Form S-1 (SEC File No. 33-57644)
initially filed on January 29, 1993).

     4.2  Amended and Restated By-Laws of the Company.

     4.3  Rights Agreement, dated as of August 15, 1996, between
the Company and State Street Bank and Trust Company, as Rights
Agent, with exhibits (incorporated by reference from the
Company's Registration Statement on Form
8-A filed on August 26, 1996).

     5.1  Opinion of Choate, Hall & Stewart as to the legality of
the shares being registered.

     10.1 The Company's 1993 Omnibus Stock Plan (as amended and
restated effective as of June 14, 1996).

     10.2 The Company's 1993 Non-Employee Director Stock Option
Plan (as amended and restated effective as of May 13, 1996).

     23.1 Consent of Ernst & Young LLP.

     23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

II-2
24.1 Power of Attorney (included in page II-5).

Item 9.   Undertakings

     (a) The Company hereby undertakes:

          (1)  to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement 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 purposes of determining any
liability under the Securities Act of 1933, as amended (the
"Securities Act"), 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; and

          (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (b)  The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.

     (h)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provision, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such securities
being registered, the Company will, unless in the opinion of
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 Securities Act and will be governed by the final
adjudication of such issue.

II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Town
of Marlboro, The Commonwealth of Massachusetts on December 19,
1996.

Aseco Corporation
(Issuer and Employer)

By: /s/ Carl S. Archer, Jr.
--------------------------
Carl S. Archer, Jr.,
President and Chief
Executive Officer

II-4
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Carl S. Archer,
Jr., Sebastian J. Sicari and Robert V. Jahrling, jointly and
severally, his true and lawful attorneys-in-fact and agents with
full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below on
December 19, 1996 by the following persons in the capacities
indicated.

Name                Capacity

 /s/ Carl S. Archer, Jr.      President, Chief Executive Officer
-----------------------       and Director (Principal Executive Officer)
Carl S. Archer, Jr.

 /s/ Sebastian J. Sicari      Vice President, Finance and Administration,
------------------------      Chief Financial Officer and Treasurer (Principal
Sebastian J. Sicari           Financial and Accounting Officer)and Director)

 /s/ Sheldon Buckler          Director
------------------------
Sheldon Buckler

 /s/ Sheldon Weinig           Director
------------------------
Sheldon Weinig

 /s/ Gerald L. Wilson         Director
------------------------
Gerald L. Wilson

II-5
INDEX TO EXHIBITS

Exhibit Number

4.1  Third Restated Certificate of Incorporation of the Company
(incorporated by reference from the Company's Registration
Statement on Form S-1 (SEC File No. 33-57644) initially filed on
January 29, 1993).

4.2  Amended and Restated By-Laws of the Company.

4.3  Rights Agreement, dated as of August 15, 1996, between the
Company and State Street Bank and Trust Company, as Rights Agent,
with exhibits (incorporated by reference from the Company's
Registration Statement on Form 8-A filed on August 26, 1996).

5.1  Opinion of Choate, Hall & Stewart.

10.1 The Company's 1993 Omnibus Stock Plan (as  amended and
restated effective  as of June 14, 1996).

10.2 The Company's 1993 Non-Employee Director Stock Option Plan
     (as amended and restated effective as of May 13, 1996).

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

24.1 Power of Attorney (included in page II-5).

II-6

DS1-292164