AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1996

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

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                   PHOTRONICS, INC.
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   CONNECTICUT                              06-0854886
         (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)              Identification Number)

                              1061 EAST INDIANTOWN ROAD
                               JUPITER, FLORIDA  33477
                           (ADDRESS, INCLUDING ZIP CODE OF
                      REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                   PHOTRONICS, INC.
                                1996 STOCK OPTION PLAN
                               (FULL TITLE OF THE PLAN)

                               JEFFREY P. MOONAN, ESQ.
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                   PHOTRONICS, INC.
                              1061 EAST INDIANTOWN ROAD
                               JUPITER, FLORIDA  33477
                                    (407) 747-4163
                 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                  NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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



                           CALCULATION OF REGISTRATION FEE
     ========================================================================
                                         PROPOSED     PROPOSED
                                         MAXIMUM       MAXIMUM
                            AMOUNT       OFFERING     AGGREGATE     AMOUNT OF
     TITLE OF SECURITIES    TO BE         PRICE       OFFERING     REGISTRATION
       TO BE REGISTERED   REGISTERED    PER SHARE       PRICE         FEE(1)
     -------------------------------------------------------------------------
      Common stock,
        par value
        $.01   . . .    600,000 shares    $22.00     $13,200,000      $4,552
     =========================================================================

     (1)  Calculated in accordance with Rule 457(h) of the General Rules and
          Regulations under the Securities Act of 1933.

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

     <PAGE>

                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS



     ITEM 1

        Plan Information*



     ITEM 2

        Registrant Information and Employee Plan Annual Information*






     --------------------
     *  Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from the Registration Statement in accordance with
        Rule 428 under the Securities Act of 1933, as amended, and the Note to
        Part I of Form S-8.

     <PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE
             ---------------------------------------

        The following documents filed by the Registrant with the Securities and
     Exchange Commission are incorporated by reference in the Registration
     Statement.

        1)   The Registrant's Annual Report on Form 10-K for the fiscal year
             ended October 31, 1995; 

        2)   The Registrant's Quarterly Report on Form 10-Q for the fiscal
             quarter ended January 31, 1996; 

        3)   The description of the Common Stock which is contained in the
             Registrant's Form 8-A, filed on March 5, 1987 (File #0-15451) under
             Section 12(g) of the Securities Exchange Act of 1934, as amended,
             including any amendments or reports filed for the purpose of
             updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
     13(a), 13(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 have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference herein and to be a part hereof from the respective dates of
     filing of such documents.

     ITEM 4  DESCRIPTION OF SECURITIES
             -------------------------

        Not applicable.


     ITEM 5  INTERESTS OF NAMED EXPERTS AND COUNSELS
             ---------------------------------------

        Not applicable.


     ITEM 6  INDEMNIFICATION OF DIRECTORS AND OFFICERS
             -----------------------------------------

        The Connecticut Stock Corporation Act (the "Act") provides for
     indemnification of directors, officers, shareholders, employees and agents
     of a corporation.  Under the Act, a corporation is required to indemnify a
     director against judgments and other expenses of litigation when he is sued
     by reason of his being a director in any proceeding brought, other than on
     behalf of the corporation, if a director is successful on the merits in
     defense, or acted in good faith and in a manner reasonably believed to be
     in the best interests of the corporation, or in a criminal action or
     proceeding, had no reasonable cause to believe his conduct was unlawful. 
     In a proceeding brought on behalf of a corporation (a derivative action), a
     director is entitled to be indemnified by the corporation for reasonable
     expenses of litigation, if the director is entitled to indemnification for
     both derivative and nonderivative actions, if a court determines, upon
     application, that the director is fairly and reasonably entitled to be
     indemnified.

        Article Ninth of the Company's Certificate of Incorporation limits
     directors' monetary liability for actions or omissions made in good faith,
     which are later determined to be a breach of their duty as directors of the
     Company.  Article Ninth does not eliminate or limit a director's liability
     for breaches of fiduciary duty for actions or omissions which (i) involved
     a knowing and culpable violation of law; (ii) showed a lack of good faith
     and conscious disregard for his duty as that director under circumstances
     where the director was aware that his actions created an unjustifiable risk
     of serious injury to the Company; (iii) constituted a sustained and
     unexcused pattern of inattention that amounted to an abdication of his
     duty; or (iv) involved the improper distribution of Company assets to its
     shareholders or an improper loan to an officer, director or 5% shareholder.
     Article Ninth also does not preclude suits for equitable relief, such as an
     injunction, nor would it shield directors from liability for violations of
     the Federal securities laws.  Moreover, Article Ninth does not limit the
     liability of directors for any act or omission that occurred prior to the
     date the Article became effective and does not limit the potential
     liability of officer-directors in their capacity as officers.

        The Company has purchased directors' and officers' liability insurance
     covering certain liabilities incurred by its directors in connection with
     the performance of their duties.

     ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED
             -----------------------------------

        Not applicable.

     ITEM 8  EXHIBITS
             --------

        The following Exhibits are filed as part of this Registration Statement:

        4(a)   The 1996 Stock Option Plan adopted by the Board of Directors of
               the Registrant on January 29, 1996 and approved by the
               stockholders on March 20, 1996.

          5    Opinion of Reid & Priest LLP.

        23(a)  Consent of Deloitte & Touche LLP. 

        23(b)  Consent of Reid & Priest LLP (included in Exhibit 5).

          25   Power of Attorney (see page 6).

     ITEM 9  UNDERTAKINGS
             ------------

     A)   The undersigned Registrant hereby undertakes:

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

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

          ii)  To reflect in the Prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represents a fundamental change in the
               information set forth in the Registration Statement; 

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

          provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii), above, do
          --------  -------
          not apply if the Registration Statement is on Form S-3 or Form S-8,
          and the information required to be included in a post-effective
          amendment by those paragraphs is contained in the 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)  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. 

        (3)  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.

     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 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     C)   Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

     <PAGE>

                                      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 Town of Brookfield, State of Connecticut
     on March 29, 1996.


                                          PHOTRONICS, INC.



                                        By:   /s/ Constantine S. Macricostas
                                          -----------------------------------
                                          Constantine S. Macricostas
                                          Chairman of the Board and
                                          Chief Executive Officer



                                  POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
     below constitutes and appoints Michael J. Yomazzo and Jeffrey P. Moonan,
     and each of them, his true and lawful attorneys-in-fact and agents, with
     full power of substitution and resubstitution, to act, without the other,
     for him and in his name, place and stead, in any and all capacities, to
     sign any or all amendments (including post-effective amendments) to this
     Registration Statement, and to file the same, with all exhibits thereto,
     and other 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 done in and about the premises, as
     full 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, their substitute or substitutes may lawfully do or cause to be
     done by virtue hereof.

     <PAGE>

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



              SIGNATURE                                            DATE



      /s/ Constantine S. Macricostas                          March 29, 1996
     ----------------------------------------
     Constantine S. Macricostas
     Chairman of the Board of Directors
     Chief Executive Officer
     (Principal Executive Officer)



      /s/ Michael J. Yomazzo                                  March 29, 1996
     ----------------------------------------
     Michael J. Yomazzo
     Director
     President



      /s/ Robert J. Bollo                                     March 29, 1996
     ----------------------------------------
     Robert J. Bollo
     Vice President/Finance
     Chief Financial Officer
     (Principal Financial/Accounting Officer)



      /s/ Masahiro Fujii                                      March 29, 1996
     ----------------------------------------
     Masahiro Fujii
     Director



      /s/ Walter M. Fiederowicz                               March 29, 1996
     ----------------------------------------
     Walter M. Fiederowicz
     Director



      /s/ Joseph A. Fiorita, Jr.                              March 29, 1996
     ----------------------------------------
     Joseph A. Fiorita, Jr.
     Director

     <PAGE>


                                    EXHIBIT INDEX


     Exhibit      Description
     -------      -----------

       4(a)       The 1996 Stock Option Plan adopted by the 
                  Board of Directors of the Registrant on 
                  January 29, 1996 and approved by the
                  stockholders on March 20, 1996.

       5          Opinion of Reid & Priest LLP.

      23(a)       Consent of Deloitte & Touche LLP.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF PHOTRONICS, INC.", "secsgml_size_bytes": 16849}]
{"company-data": {"conformed-name": "PHOTRONICS INC", "cik": "0000810136", "assigned-sic": "3559", "irs-number": "060854886", "state-of-incorporation": "CT", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02245", "film-number": "96544470"}, "business-address": {"street1": "1061 INDIANTOWN ROAD", "street2": "SUITE 318", "city": "JUPITER", "state": "FL", "zip": "33477", "phone": "407-747-4163"}, "mail-address": {"street1": "15 SECOR ROAD", "street2": "P O BOX 5226", "city": "BROOKFIELD", "state": "CT", "zip": "06804"}, "former-company": {"former-conformed-name": "PHOTRONIC LABS INC", "date-changed": "19900514"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1996

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

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                   PHOTRONICS, INC.
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   CONNECTICUT                              06-0854886
         (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)              Identification Number)

                              1061 EAST INDIANTOWN ROAD
                               JUPITER, FLORIDA  33477
                           (ADDRESS, INCLUDING ZIP CODE OF
                      REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                   PHOTRONICS, INC.
                                1996 STOCK OPTION PLAN
                               (FULL TITLE OF THE PLAN)

                               JEFFREY P. MOONAN, ESQ.
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                   PHOTRONICS, INC.
                              1061 EAST INDIANTOWN ROAD
                               JUPITER, FLORIDA  33477
                                    (407) 747-4163
                 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                  NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                           CALCULATION OF REGISTRATION FEE
     ========================================================================
                                         PROPOSED     PROPOSED
                                         MAXIMUM       MAXIMUM
                            AMOUNT       OFFERING     AGGREGATE     AMOUNT OF
     TITLE OF SECURITIES    TO BE         PRICE       OFFERING     REGISTRATION
       TO BE REGISTERED   REGISTERED    PER SHARE       PRICE         FEE(1)
     -------------------------------------------------------------------------
      Common stock,
        par value
        $.01   . . .    600,000 shares    $22.00     $13,200,000      $4,552
     =========================================================================

     (1)  Calculated in accordance with Rule 457(h) of the General Rules and
          Regulations under the Securities Act of 1933.

     ==========================================================================
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     ITEM 1

        Plan Information*

     ITEM 2

        Registrant Information and Employee Plan Annual Information*

     --------------------
     *  Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from the Registration Statement in accordance with
        Rule 428 under the Securities Act of 1933, as amended, and the Note to
        Part I of Form S-8.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE
             ---------------------------------------

        The following documents filed by the Registrant with the Securities and
     Exchange Commission are incorporated by reference in the Registration
     Statement.

        1)   The Registrant's Annual Report on Form 10-K for the fiscal year
             ended October 31, 1995; 

        2)   The Registrant's Quarterly Report on Form 10-Q for the fiscal
             quarter ended January 31, 1996; 

        3)   The description of the Common Stock which is contained in the
             Registrant's Form 8-A, filed on March 5, 1987 (File #0-15451) under
             Section 12(g) of the Securities Exchange Act of 1934, as amended,
             including any amendments or reports filed for the purpose of
             updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
     13(a), 13(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 have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference herein and to be a part hereof from the respective dates of
     filing of such documents.

     ITEM 4  DESCRIPTION OF SECURITIES
             -------------------------

        Not applicable.

     ITEM 5  INTERESTS OF NAMED EXPERTS AND COUNSELS
             ---------------------------------------

        Not applicable.

     ITEM 6  INDEMNIFICATION OF DIRECTORS AND OFFICERS
             -----------------------------------------

        The Connecticut Stock Corporation Act (the "Act") provides for
     indemnification of directors, officers, shareholders, employees and agents
     of a corporation.  Under the Act, a corporation is required to indemnify a
     director against judgments and other expenses of litigation when he is sued
     by reason of his being a director in any proceeding brought, other than on
     behalf of the corporation, if a director is successful on the merits in
     defense, or acted in good faith and in a manner reasonably believed to be
     in the best interests of the corporation, or in a criminal action or
     proceeding, had no reasonable cause to believe his conduct was unlawful. 
     In a proceeding brought on behalf of a corporation (a derivative action), a
     director is entitled to be indemnified by the corporation for reasonable
     expenses of litigation, if the director is entitled to indemnification for
     both derivative and nonderivative actions, if a court determines, upon
     application, that the director is fairly and reasonably entitled to be
     indemnified.

        Article Ninth of the Company's Certificate of Incorporation limits
     directors' monetary liability for actions or omissions made in good faith,
     which are later determined to be a breach of their duty as directors of the
     Company.  Article Ninth does not eliminate or limit a director's liability
     for breaches of fiduciary duty for actions or omissions which (i) involved
     a knowing and culpable violation of law; (ii) showed a lack of good faith
     and conscious disregard for his duty as that director under circumstances
     where the director was aware that his actions created an unjustifiable risk
     of serious injury to the Company; (iii) constituted a sustained and
     unexcused pattern of inattention that amounted to an abdication of his
     duty; or (iv) involved the improper distribution of Company assets to its
     shareholders or an improper loan to an officer, director or 5% shareholder.
     Article Ninth also does not preclude suits for equitable relief, such as an
     injunction, nor would it shield directors from liability for violations of
     the Federal securities laws.  Moreover, Article Ninth does not limit the
     liability of directors for any act or omission that occurred prior to the
     date the Article became effective and does not limit the potential
     liability of officer-directors in their capacity as officers.

        The Company has purchased directors' and officers' liability insurance
     covering certain liabilities incurred by its directors in connection with
     the performance of their duties.

     ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED
             -----------------------------------

        Not applicable.

     ITEM 8  EXHIBITS
             --------

        The following Exhibits are filed as part of this Registration Statement:

        4(a)   The 1996 Stock Option Plan adopted by the Board of Directors of
               the Registrant on January 29, 1996 and approved by the
               stockholders on March 20, 1996.

          5    Opinion of Reid & Priest LLP.

        23(a)  Consent of Deloitte & Touche LLP. 

        23(b)  Consent of Reid & Priest LLP (included in Exhibit 5).

          25   Power of Attorney (see page 6).

     ITEM 9  UNDERTAKINGS
             ------------

     A)   The undersigned Registrant hereby undertakes:

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

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

          ii)  To reflect in the Prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represents a fundamental change in the
               information set forth in the Registration Statement; 

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

          provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii), above, do
          --------  -------
          not apply if the Registration Statement is on Form S-3 or Form S-8,
          and the information required to be included in a post-effective
          amendment by those paragraphs is contained in the 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)  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. 

        (3)  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.

     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 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     C)   Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.
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 Town of Brookfield, State of Connecticut
     on March 29, 1996.

                                          PHOTRONICS, INC.

                                        By:   /s/ Constantine S. Macricostas
                                          -----------------------------------
                                          Constantine S. Macricostas
                                          Chairman of the Board and
                                          Chief Executive Officer

                                  POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
     below constitutes and appoints Michael J. Yomazzo and Jeffrey P. Moonan,
     and each of them, his true and lawful attorneys-in-fact and agents, with
     full power of substitution and resubstitution, to act, without the other,
     for him and in his name, place and stead, in any and all capacities, to
     sign any or all amendments (including post-effective amendments) to this
     Registration Statement, and to file the same, with all exhibits thereto,
     and other 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 done in and about the premises, as
     full 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, their substitute or substitutes may lawfully do or cause to be
     done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 , this
     registration statement has been signed below by the following persons in
     the capacities and on the dates indicated.

              SIGNATURE                                            DATE

      /s/ Constantine S. Macricostas                          March 29, 1996
     ----------------------------------------
     Constantine S. Macricostas
     Chairman of the Board of Directors
     Chief Executive Officer
     (Principal Executive Officer)

      /s/ Michael J. Yomazzo                                  March 29, 1996
     ----------------------------------------
     Michael J. Yomazzo
     Director
     President

      /s/ Robert J. Bollo                                     March 29, 1996
     ----------------------------------------
     Robert J. Bollo
     Vice President/Finance
     Chief Financial Officer
     (Principal Financial/Accounting Officer)

      /s/ Masahiro Fujii                                      March 29, 1996
     ----------------------------------------
     Masahiro Fujii
     Director

      /s/ Walter M. Fiederowicz                               March 29, 1996
     ----------------------------------------
     Walter M. Fiederowicz
     Director

      /s/ Joseph A. Fiorita, Jr.                              March 29, 1996
     ----------------------------------------
     Joseph A. Fiorita, Jr.
     Director
EXHIBIT INDEX

     Exhibit      Description
     -------      -----------

       4(a)       The 1996 Stock Option Plan adopted by the 
                  Board of Directors of the Registrant on 
                  January 29, 1996 and approved by the
                  stockholders on March 20, 1996.

       5          Opinion of Reid & Priest LLP.

      23(a)       Consent of Deloitte & Touche LLP.