As filed with the Securities and Exchange Commission on January 17, 1997
                                                 Registration No. _________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                         PRECISION CASTPARTS CORP.
           (Exact name of registrant as specified in its charter)

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

            OREGON                                            93-0460598
  (State or other jurisdiction                               (IRS Employer
of incorporation or organization)                         Identification No.)

4650 SW Macadam Avenue, Suite 440
       Portland, Oregon                                          97201
     (Address of Principal                                    (Zip Code)
       Executive Offices)

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

                         Precision Castparts Corp.
      1993 Employee Stock Purchase Plan, as restated January 31, 1997
                            (Full title of plan)

                             William D. Larsson
                 Vice President and Chief Financial Officer
                         Precision Castparts Corp.
                     4650 SW Macadam Avenue, Suite 440
                             Portland, OR 97201
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 417-4800

                                  Copy to:

                               Ruth A. Beyer
                              Stoel Rives LLP
                      900 SW Fifth Avenue, Suite 2300
                        Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------
                                              Proposed        Proposed
                                              Maximum         Maximum
                           Amount             Offering        Aggregate       Amount of
Title of Securities        to Be              Price Per       Offering        Registration
to Be Registered           Registered         Share(1)        Price(1)        Fee
-------------------        ----------         ---------       ---------       ------------
<S>                        <C>                <C>             <C>             <C>      
Common Stock,              100,000 Shares     $51.25          $5,125,000      $1,553.03
no par value
------------------------------------------------------------------------------------------
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. The
     calculation of the registration fee for the shares is based on $51.25,
     which was the average of the high and low prices of the Common Stock
     on January 10, 1997 as reported in The Wall Street Journal on the New
     York Stock Exchange.
</FN>
</TABLE>
<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents filed by Precision Castparts Corp. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:

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

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

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

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

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Article VI of the Company's Restated Articles of Incorporation
(the "Articles"), authorizes indemnification of current or former directors
or officers of the Registrant to the fullest extent permitted by law. In
addition, the Company has entered into indemnity

                                    II-1
<PAGE>
agreements with certain of its officers and directors. The Bylaws of the
Company require indemnification of officers and directors to the fullest
extent permitted by the Oregon Business Corporation Act (the "Act"). The
effects of the Articles, the Bylaws, the Act, and the indemnity agreements
(the "Indemnification Provisions") are summarized as follows:

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

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

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

               (d) Because the limits of permissible indemnification under
         Oregon law are not clearly defined, the Indemnification Provisions
         may provide indemnification broader than that described in (a) and
         (b).

               (e) The Company may advance to a director or officer the
         expenses incurred in defending any action, suit or proceeding in
         advance of its final disposition if the director or officer
         affirms in good faith that he or she has met the standard of
         conduct to be entitled to indemnification as described in (a) or
         (b) above and undertakes to repay any amount advanced if it is
         determined that the person did not meet the required standard of
         conduct.

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

                                    II-2
<PAGE>
         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

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

         Not Applicable.

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

         4.1   Restated Articles of Incorporation of the Company, as
               amended (incorporated by reference to Exhibit 3.1 to
               Amendment No. 3 to the Company's Registration Statement on
               Form 8A/A, filed September 27, 1996 (the "Form 8A/A")).

         4.2   Bylaws of the Company, as amended (incorporated by reference
               to Exhibit 3.2 to the Form 8A/A).

         5.1   Opinion of Stoel Rives LLP.

         23.1  Consent of Price Waterhouse LLP.

         23.2  Consent of KPMG Peat Marwick LLP

         23.3  Consent of Ernst & Young LLP

         23.4  Consent of Stoel Rives LLP (included in Exhibit 5.1).

Item 9.  Undertakings.
         ------------

         (a)   The undersigned registrant hereby undertakes:

                    (1)  To file, during any period in which offers
                or sales are being made, a post-effective amendment
                to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration
               statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set

                                    II-3
<PAGE>
               forth in the registration statement. Notwithstanding the
               foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of the securities offered
               would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more
               than a 20% change in the maximum aggregate offering price
               set forth in the "Calculation of Registration Fee" table in
               the effective registration statement.

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

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in
         periodic reports filed by the registrant pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

               (2)  That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities 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.

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

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a

                                    II-4
<PAGE>
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-5
<PAGE>
                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1993, 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 City of Portland, State of Oregon, on
January 16, 1997.

                                  PRECISION CASTPARTS CORP.


                                  By: WILLIAM D. LARSSON
                                      -------------------------------
                                      William D. Larsson,
                                      Vice President and Chief Financial Officer


         Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities indicated and on January 16, 1997.


SIGNATURE                              TITLE
---------                              -----


WILLIAM C. MCCORMICK                   Chairman of the Board, President,
----------------------------------     Chief Executive Officer and Director
WILLIAM C. MCCORMICK                   (Principal Executive Officer)


WILLIAM D. LARSSON                     Vice President and
----------------------------------     Chief Financial Officer
WILLIAM D. LARSSON                     (Principal Financial and Accounting
                                        Officer)


PETER R. BRIDENBAUGH                   Director
----------------------------------     
PETER R. BRIDENBAUGH


DON R. GRABER                          Director
----------------------------------     
DON R. GRABER

                                    II-6
<PAGE>


DEAN T. DUCRAY                         Director
----------------------------------     
DEAN T. DUCRAY


ROY M. MARVIN                          Director
----------------------------------     
ROY M. MARVIN


STEVEN G. ROTHMEIER                    Director
----------------------------------     
STEVEN G. ROTHMEIER



DWIGHT A. SANGREY                      Director
----------------------------------     
DWIGHT A. SANGREY

                                    II-7
<PAGE>
                               EXHIBIT INDEX


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

   4.1        Restated Articles of Incorporation of the Company,
              as amended (incorporated by reference to Exhibit
              3.1 to Amendment No. 3 to the Company's
              Registration Statement on Form 81/A, filed
              September 27, 1996 (the "Form 8A/A")).

   4.2        Bylaws of the Company, as amended (incorporated by
              reference to Exhibit 3.2 to the Form 8A/A).

   5.1        Opinion of Stoel Rives LLP.

  23.1        Consent of Price Waterhouse LLP.

  23.2        Consent of KPMG Peat Marwick LLP

  23.3        Consent of Ernst & Young LLP

  23.4        Consent of Stoel Rives LLP (included in Exhibit
              5.1).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17863}]
{"company-data": {"conformed-name": "PRECISION CASTPARTS CORP", "cik": "0000079958", "assigned-sic": "3320", "irs-number": "930460598", "state-of-incorporation": "OR", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20015", "film-number": "97507601"}, "business-address": {"street1": "4650 S.W. MACADAM AVENUE", "street2": "SUITE #440", "city": "PORTLAND", "state": "OR", "zip": "97201-4254", "phone": "(503) 417-4800"}}
As filed with the Securities and Exchange Commission on January 17, 1997
                                                 Registration No. _________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                         PRECISION CASTPARTS CORP.
           (Exact name of registrant as specified in its charter)

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

            OREGON                                            93-0460598
  (State or other jurisdiction                               (IRS Employer
of incorporation or organization)                         Identification No.)

4650 SW Macadam Avenue, Suite 440
       Portland, Oregon                                          97201
     (Address of Principal                                    (Zip Code)
       Executive Offices)

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

                         Precision Castparts Corp.
      1993 Employee Stock Purchase Plan, as restated January 31, 1997
                            (Full title of plan)

                             William D. Larsson
                 Vice President and Chief Financial Officer
                         Precision Castparts Corp.
                     4650 SW Macadam Avenue, Suite 440
                             Portland, OR 97201
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 417-4800

                                  Copy to:

                               Ruth A. Beyer
                              Stoel Rives LLP
                      900 SW Fifth Avenue, Suite 2300
                        Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------
                                              Proposed        Proposed
                                              Maximum         Maximum
                           Amount             Offering        Aggregate       Amount of
Title of Securities        to Be              Price Per       Offering        Registration
to Be Registered           Registered         Share(1)        Price(1)        Fee
-------------------        ----------         ---------       ---------       ------------
Common Stock,              100,000 Shares     $51.25          $5,125,000      $1,553.03
no par value
------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. The
     calculation of the registration fee for the shares is based on $51.25,
     which was the average of the high and low prices of the Common Stock
     on January 10, 1997 as reported in The Wall Street Journal on the New
     York Stock Exchange.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents filed by Precision Castparts Corp. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:

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

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

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

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

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Article VI of the Company's Restated Articles of Incorporation
(the "Articles"), authorizes indemnification of current or former directors
or officers of the Registrant to the fullest extent permitted by law. In
addition, the Company has entered into indemnity

                                    II-1
agreements with certain of its officers and directors. The Bylaws of the
Company require indemnification of officers and directors to the fullest
extent permitted by the Oregon Business Corporation Act (the "Act"). The
effects of the Articles, the Bylaws, the Act, and the indemnity agreements
(the "Indemnification Provisions") are summarized as follows:

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

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

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

               (d) Because the limits of permissible indemnification under
         Oregon law are not clearly defined, the Indemnification Provisions
         may provide indemnification broader than that described in (a) and
         (b).

               (e) The Company may advance to a director or officer the
         expenses incurred in defending any action, suit or proceeding in
         advance of its final disposition if the director or officer
         affirms in good faith that he or she has met the standard of
         conduct to be entitled to indemnification as described in (a) or
         (b) above and undertakes to repay any amount advanced if it is
         determined that the person did not meet the required standard of
         conduct.

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

                                    II-2
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

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

         Not Applicable.

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

         4.1   Restated Articles of Incorporation of the Company, as
               amended (incorporated by reference to Exhibit 3.1 to
               Amendment No. 3 to the Company's Registration Statement on
               Form 8A/A, filed September 27, 1996 (the "Form 8A/A")).

         4.2   Bylaws of the Company, as amended (incorporated by reference
               to Exhibit 3.2 to the Form 8A/A).

         5.1   Opinion of Stoel Rives LLP.

         23.1  Consent of Price Waterhouse LLP.

         23.2  Consent of KPMG Peat Marwick LLP

         23.3  Consent of Ernst & Young LLP

         23.4  Consent of Stoel Rives LLP (included in Exhibit 5.1).

Item 9.  Undertakings.
         ------------

         (a)   The undersigned registrant hereby undertakes:

                    (1)  To file, during any period in which offers
                or sales are being made, a post-effective amendment
                to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration
               statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set

                                    II-3
forth in the registration statement. Notwithstanding the
               foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of the securities offered
               would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more
               than a 20% change in the maximum aggregate offering price
               set forth in the "Calculation of Registration Fee" table in
               the effective registration statement.

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

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in
         periodic reports filed by the registrant pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

               (2)  That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities 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.

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

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a

                                    II-4
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-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1993, 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 City of Portland, State of Oregon, on
January 16, 1997.

                                  PRECISION CASTPARTS CORP.

                                  By: WILLIAM D. LARSSON
                                      -------------------------------
                                      William D. Larsson,
                                      Vice President and Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities indicated and on January 16, 1997.

SIGNATURE                              TITLE
---------                              -----

WILLIAM C. MCCORMICK                   Chairman of the Board, President,
----------------------------------     Chief Executive Officer and Director
WILLIAM C. MCCORMICK                   (Principal Executive Officer)

WILLIAM D. LARSSON                     Vice President and
----------------------------------     Chief Financial Officer
WILLIAM D. LARSSON                     (Principal Financial and Accounting
                                        Officer)

PETER R. BRIDENBAUGH                   Director
----------------------------------     
PETER R. BRIDENBAUGH

DON R. GRABER                          Director
----------------------------------     
DON R. GRABER

                                    II-6
DEAN T. DUCRAY                         Director
----------------------------------     
DEAN T. DUCRAY

ROY M. MARVIN                          Director
----------------------------------     
ROY M. MARVIN

STEVEN G. ROTHMEIER                    Director
----------------------------------     
STEVEN G. ROTHMEIER

DWIGHT A. SANGREY                      Director
----------------------------------     
DWIGHT A. SANGREY

                                    II-7
EXHIBIT INDEX

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

   4.1        Restated Articles of Incorporation of the Company,
              as amended (incorporated by reference to Exhibit
              3.1 to Amendment No. 3 to the Company's
              Registration Statement on Form 81/A, filed
              September 27, 1996 (the "Form 8A/A")).

   4.2        Bylaws of the Company, as amended (incorporated by
              reference to Exhibit 3.2 to the Form 8A/A).

   5.1        Opinion of Stoel Rives LLP.

  23.1        Consent of Price Waterhouse LLP.

  23.2        Consent of KPMG Peat Marwick LLP

  23.3        Consent of Ernst & Young LLP

  23.4        Consent of Stoel Rives LLP (included in Exhibit
              5.1).