<PAGE>

     As filed with the Securities and Exchange Commission on March 10, 1997.

                                                    Registration No. 333-
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

                                MOUNTBATTEN, INC.
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Pennsylvania                                     23-2633708
        ------------                                     ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

        Thirty Three Rock Hill Road
        Bala Cynwyd, Pennsylvania                          19004
        -------------------------                         ------- 
  (Address of Principal Executive Offices)               (Zip Code)

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

                                MOUNTBATTEN, INC.
                1995 EQUITY INCENTIVE PLAN FOR OUTSIDE DIRECTORS
                ------------------------------------------------
                            (Full title of the plan)
                              --------------------


                           Kenneth L. Brier, President
                                Mountbatten, Inc.
                           Thirty Three Rock Hill Road
                         Bala Cynwyd, Pennsylvania 19004
                     ---------------------------------------
                    (Name and address of agent for service)
                     
                                 (610) 664-2259
                    ---------------------------------------
                     (Telephone number, including area code,
                              of agent for service)
                              --------------------


                                    Copy to:
                            John W. Kauffman, Esquire
                            Duane, Morris & Heckscher
                                One Liberty Place
                           Philadelphia, PA 19103-7396
<TABLE>
<CAPTION>


                                             CALCULATION OF REGISTRATION FEE
<S>                           <C>                     <C>                   <C>                     <C>
=======================================================================================================================
                                                        Proposed                Proposed
 Title of securities         Amount to be          maximum offering        maximum aggregate            Amount of
  to be registered           registered(1)        price per share(2)       offering price(2)        registration fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock,                 50,000 shares               $8.00                 $400,000                   $122
par value $.001
========================================================================================================================
</TABLE>

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the Mountbatten, Inc. 1995
      Equity Incentive Plan for Outside Directors.

(2)   Estimated solely for the purpose of calculating the registration fee based
      on the average of the high and low sales prices of the Common Stock of the
      Company on the Nasdaq Stock Market on March 4, 1997, or $8.00 per share.


<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.    Incorporation of Documents by Reference.

      The following material is incorporated herein by reference:

      (a) The Annual Report on Form 10-KSB of Mountbatten, Inc. (the "Company")
for the year ended December 31, 1995 as filed by the Company with the Securities
and Exchange Commission (the "Commission").

      (b) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended March 31, 1996 as filed by the Company with the Commission.

      (c) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended June 30, 1996 as filed by the Company with the Commission.

      (d) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended September 30, 1996 as filed by the Company with the Commission.

      (e) The description of the Company's Common Stock set forth in the
Company's Registration Statement No. 33-78336 on Form SB-2, declared effective
with the Commission under the Securities Act of 1933, as amended, (the "Act") on
September 1, 1994, under the caption "Descrip tion of Securities," which is
incorporated by reference in response to Item 1 of the Company's Registration
Statement No. 0-24638 on Form 8-A declared effective with the Commission on
September 1, 1994 pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended, (the "Exchange Act").

      All reports or other documents filed pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this Registration Statement, in
each case filed by the Company prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities 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 reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated herein by reference,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.


                                      II-1

<PAGE>


Item 2.    Description of Securities.

      No answer to this item is required because the class of securities to be
offered is registered under Section 12 of the Exchange Act.


Item 3.    Interests of Named Experts and Counsel.

      The consolidated financial statements and schedules of the Company as of
December 31, 1995 and for each of the years in the two-year period ended
December 31, 1995 have been incorporated by reference herein and in this
Registration Statement in reliance upon the reports of Price Waterhouse LLP,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.

      The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher,
Philadelphia, Pennsylvania.

Item 4.    Indemnification of Directors and Officers.

      As permitted by the provisions for indemnification of directors and
officers in the Pennsylva nia Business Corporation Law (the "BCL"), which
applies to the Company, the Company's Bylaws provide for indemnification of
directors and officers for all expense, liability and loss (including without
limitation attorney's fees, judgments, fines, taxes, penalties and amounts paid
in settlement) reasonably incurred or suffered by such person in any threatened,
pending or completed action, suit or proceeding (including without limitation an
action, suit or proceeding by or in the right of the Company), whether civil,
criminal, administrative, investigative, or through arbitration, unless the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness. The right to
indemnification provided in the Company's Bylaws includes the right to have the
expenses incurred by such person in defending any proceeding paid by the Company
in advance of the final disposition of the proceeding to the fullest extent
permitted by Pennsylvania law; provided that, if Pennsylvania law continues so
to require, the payment of such expenses incurred by such person in advance of
the final disposition of a proceeding may be made only upon delivery to the
Company of an undertaking, by or on behalf of such person, to repay all amounts
so advanced without interest if it is ultimately determined that such person is
not entitled to be indemnified under the Company's Bylaws or otherwise.
Indemnification under such provisions continues as to a person who has ceased to
be a director or officer of the Company and inures to the benefit of his or her
heirs, executors and administrators. The Bylaws for the Company also avail
directors of the Pennsylvania law limiting directors' liability for monetary
damages for any action taken or any failure to take any action to those cases
where they have breached their fiduciary duty under the BCL and such breach
constitutes self-dealing, willful misconduct or recklessness, provided, however,
that this limitation does not apply to the responsibilities or liabilities of a
director pursuant to any criminal statute, or to the liabilities of a director
for payment of taxes pursuant to local, Pennsylvania or federal law.


                                      II-2

<PAGE>



Item 5.    Exemption from Registration Claimed.

      No answer to this item is required because no restricted securities are to
be reoffered or resold pursuant to this Registration Statement.

Item 6.    Exhibits.

(4)        Mountbatten, Inc. 1995 Equity Incentive Plan for Outside Directors.

(5)        Opinion of Duane, Morris & Heckscher.

(23)(A)    Consent of Duane, Morris & Heckscher (included in their opinion
           filed as Exhibit 5).

(23)(B)    Consent of Price Waterhouse LLP.

(24)       Power of Attorney (see page II-5 of this Registration Statement).

Item 7.    Undertakings.

      The registrant hereby undertakes:

      (a) 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;

      (b) that for the purpose of determining any liability under the 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 offer thereof; and

      (c) 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.

      The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.


                                      II-3

<PAGE>


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


                                      II-4

<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 autho
rized, in Bala Cynwyd, Pennsylvania on March 10, 1997.

                                                    MOUNTBATTEN, INC.


                                                    By:/s/ Kenneth L. Brier
                                                       -----------------------
                                                    Kenneth L. Brier, President

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Kenneth L. Brier and Joel D. Cooperman,
and each or either of them, as such person's true and lawful attorneys-in-fact
and agents, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amend ments 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 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 fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

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

<TABLE>
<CAPTION>

<S>                                       <C>                                    <C>
Signature                                 Title                                  Date
---------                                 -----                                  ----

/s/ Kenneth L. Brier                      President, Chief Executive              February 10, 1997
----------------------------------
Kenneth L. Brier                          Officer and a Director (prin
                                          cipal executive officer)

/s/ Ted A. Drauschak                      Executive Vice President,               February 10, 1997
----------------------------------
Ted A. Drauschak                          Secretary and a Director

/s/ Joel D. Cooperman                     Vice President, Finance,                February 10, 1997
----------------------------------
Joel D. Cooperman                         Treasurer and Chief Finan
                                          cial Officer (principal finan
                                          cial and accounting officer)

/s/ J. Michael Adams                      Director                                February 11, 1997
----------------------------------
J. Michael Adams

/s/ Thomas P. Garry                       Director                                February 10, 1997
----------------------------------
Thomas P. Garry

                                      II-5
</TABLE>
<PAGE>

                                  EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)


Exhibit No.                   Exhibit                               Reference

(4)           Mountbatten, Inc. 1995 Equity Incentive Plan       Filed herewith
              for Outside Directors

(5)           Opinion of Duane, Morris & Heckscher.              Filed herewith

(23)(A)       Consent of Duane, Morris & Heckscher (included
              in their opinion filed as Exhibit 5).

(23)(B)       Consent of Price Waterhouse LLP.                   Filed herewith

(24)          Power of Attorney (see Page II-5 of this
              Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17359}]
{"company-data": {"conformed-name": "MOUNTBATTEN INC", "cik": "0000922597", "assigned-sic": "6351", "irs-number": "232633708", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23057", "film-number": "97553901"}, "business-address": {"street1": "33 ROCK HILL RD", "city": "BALA CYNWYD", "state": "PA", "zip": "19004", "phone": "2156642259"}}
As filed with the Securities and Exchange Commission on March 10, 1997.

                                                    Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

                                MOUNTBATTEN, INC.
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Pennsylvania                                     23-2633708
        ------------                                     ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

        Thirty Three Rock Hill Road
        Bala Cynwyd, Pennsylvania                          19004
        -------------------------                         ------- 
  (Address of Principal Executive Offices)               (Zip Code)

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

                                MOUNTBATTEN, INC.
                1995 EQUITY INCENTIVE PLAN FOR OUTSIDE DIRECTORS
                ------------------------------------------------
                            (Full title of the plan)
                              --------------------

                           Kenneth L. Brier, President
                                Mountbatten, Inc.
                           Thirty Three Rock Hill Road
                         Bala Cynwyd, Pennsylvania 19004
                     ---------------------------------------
                    (Name and address of agent for service)
                     
                                 (610) 664-2259
                    ---------------------------------------
                     (Telephone number, including area code,
                              of agent for service)
                              --------------------

                                    Copy to:
                            John W. Kauffman, Esquire
                            Duane, Morris & Heckscher
                                One Liberty Place
                           Philadelphia, PA 19103-7396
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                        Proposed                Proposed
 Title of securities         Amount to be          maximum offering        maximum aggregate            Amount of
  to be registered           registered(1)        price per share(2)       offering price(2)        registration fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock,                 50,000 shares               $8.00                 $400,000                   $122
par value $.001
========================================================================================================================
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the Mountbatten, Inc. 1995
      Equity Incentive Plan for Outside Directors.

(2)   Estimated solely for the purpose of calculating the registration fee based
      on the average of the high and low sales prices of the Common Stock of the
      Company on the Nasdaq Stock Market on March 4, 1997, or $8.00 per share.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.    Incorporation of Documents by Reference.

      The following material is incorporated herein by reference:

      (a) The Annual Report on Form 10-KSB of Mountbatten, Inc. (the "Company")
for the year ended December 31, 1995 as filed by the Company with the Securities
and Exchange Commission (the "Commission").

      (b) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended March 31, 1996 as filed by the Company with the Commission.

      (c) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended June 30, 1996 as filed by the Company with the Commission.

      (d) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended September 30, 1996 as filed by the Company with the Commission.

      (e) The description of the Company's Common Stock set forth in the
Company's Registration Statement No. 33-78336 on Form SB-2, declared effective
with the Commission under the Securities Act of 1933, as amended, (the "Act") on
September 1, 1994, under the caption "Descrip tion of Securities," which is
incorporated by reference in response to Item 1 of the Company's Registration
Statement No. 0-24638 on Form 8-A declared effective with the Commission on
September 1, 1994 pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended, (the "Exchange Act").

      All reports or other documents filed pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this Registration Statement, in
each case filed by the Company prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities 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 reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated herein by reference,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

                                      II-1
Item 2.    Description of Securities.

      No answer to this item is required because the class of securities to be
offered is registered under Section 12 of the Exchange Act.

Item 3.    Interests of Named Experts and Counsel.

      The consolidated financial statements and schedules of the Company as of
December 31, 1995 and for each of the years in the two-year period ended
December 31, 1995 have been incorporated by reference herein and in this
Registration Statement in reliance upon the reports of Price Waterhouse LLP,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.

      The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher,
Philadelphia, Pennsylvania.

Item 4.    Indemnification of Directors and Officers.

      As permitted by the provisions for indemnification of directors and
officers in the Pennsylva nia Business Corporation Law (the "BCL"), which
applies to the Company, the Company's Bylaws provide for indemnification of
directors and officers for all expense, liability and loss (including without
limitation attorney's fees, judgments, fines, taxes, penalties and amounts paid
in settlement) reasonably incurred or suffered by such person in any threatened,
pending or completed action, suit or proceeding (including without limitation an
action, suit or proceeding by or in the right of the Company), whether civil,
criminal, administrative, investigative, or through arbitration, unless the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness. The right to
indemnification provided in the Company's Bylaws includes the right to have the
expenses incurred by such person in defending any proceeding paid by the Company
in advance of the final disposition of the proceeding to the fullest extent
permitted by Pennsylvania law; provided that, if Pennsylvania law continues so
to require, the payment of such expenses incurred by such person in advance of
the final disposition of a proceeding may be made only upon delivery to the
Company of an undertaking, by or on behalf of such person, to repay all amounts
so advanced without interest if it is ultimately determined that such person is
not entitled to be indemnified under the Company's Bylaws or otherwise.
Indemnification under such provisions continues as to a person who has ceased to
be a director or officer of the Company and inures to the benefit of his or her
heirs, executors and administrators. The Bylaws for the Company also avail
directors of the Pennsylvania law limiting directors' liability for monetary
damages for any action taken or any failure to take any action to those cases
where they have breached their fiduciary duty under the BCL and such breach
constitutes self-dealing, willful misconduct or recklessness, provided, however,
that this limitation does not apply to the responsibilities or liabilities of a
director pursuant to any criminal statute, or to the liabilities of a director
for payment of taxes pursuant to local, Pennsylvania or federal law.

                                      II-2
Item 5.    Exemption from Registration Claimed.

      No answer to this item is required because no restricted securities are to
be reoffered or resold pursuant to this Registration Statement.

Item 6.    Exhibits.

(4)        Mountbatten, Inc. 1995 Equity Incentive Plan for Outside Directors.

(5)        Opinion of Duane, Morris & Heckscher.

(23)(A)    Consent of Duane, Morris & Heckscher (included in their opinion
           filed as Exhibit 5).

(23)(B)    Consent of Price Waterhouse LLP.

(24)       Power of Attorney (see page II-5 of this Registration Statement).

Item 7.    Undertakings.

      The registrant hereby undertakes:

      (a) 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;

      (b) that for the purpose of determining any liability under the 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 offer thereof; and

      (c) 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.

      The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.

                                      II-3
The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-4
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 autho
rized, in Bala Cynwyd, Pennsylvania on March 10, 1997.

                                                    MOUNTBATTEN, INC.

                                                    By:/s/ Kenneth L. Brier
                                                       -----------------------
                                                    Kenneth L. Brier, President

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Kenneth L. Brier and Joel D. Cooperman,
and each or either of them, as such person's true and lawful attorneys-in-fact
and agents, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amend ments 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 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 fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature                                 Title                                  Date
---------                                 -----                                  ----

/s/ Kenneth L. Brier                      President, Chief Executive              February 10, 1997
----------------------------------
Kenneth L. Brier                          Officer and a Director (prin
                                          cipal executive officer)

/s/ Ted A. Drauschak                      Executive Vice President,               February 10, 1997
----------------------------------
Ted A. Drauschak                          Secretary and a Director

/s/ Joel D. Cooperman                     Vice President, Finance,                February 10, 1997
----------------------------------
Joel D. Cooperman                         Treasurer and Chief Finan
                                          cial Officer (principal finan
                                          cial and accounting officer)

/s/ J. Michael Adams                      Director                                February 11, 1997
----------------------------------
J. Michael Adams

/s/ Thomas P. Garry                       Director                                February 10, 1997
----------------------------------
Thomas P. Garry

                                      II-5
EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)

Exhibit No.                   Exhibit                               Reference

(4)           Mountbatten, Inc. 1995 Equity Incentive Plan       Filed herewith
              for Outside Directors

(5)           Opinion of Duane, Morris & Heckscher.              Filed herewith

(23)(A)       Consent of Duane, Morris & Heckscher (included
              in their opinion filed as Exhibit 5).

(23)(B)       Consent of Price Waterhouse LLP.                   Filed herewith

(24)          Power of Attorney (see Page II-5 of this
              Registration Statement).