<PAGE> 1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1996

                                  Registration Statement File No. 33-
==============================================================================

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                               MONSANTO COMPANY
            (Exact name of registrant as specified in its charter)


              Delaware                                 43-0420020
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

800 North Lindbergh Boulevard
St. Louis, Missouri                                      63167
(Address of Principal Executive Offices)              (Zip Code)


               MONSANTO EXECUTIVE STOCK PURCHASE INCENTIVE PLAN
                           (full title of the plan)


                            Karl R. Barnickol, Esq.
                           Associate General Counsel
                               Monsanto Company
                         800 North Lindbergh Boulevard
                           St. Louis, Missouri 63167
                    (Name and address of Agent for service)

                                (314) 694-1000
         (Telephone number, including area code, of agent for service)


<TABLE>
                                  Calculation of Registration Fee

<CAPTION>
=====================================================================================================
  Title of securities    Amount to be        Proposed         Proposed maximum         Amount of
   to be registered       registered     maximum offering    aggregate offering    registration fee
                                          price per share

<S>                     <C>                <C>                <C>                      <C>
  Common Stock           300,000<F*>        $150.25<F**>       $45,075,000<F**>         $15,544
  ($2 par value)
=====================================================================================================

<FN>
<F*>  Section 3 of the Monsanto Executive Stock Purchase Incentive Plan (the
      "Plan") provides that in the event of a stock dividend, stock split,
      recapitalization, etc., the total number of shares which may be
      purchased or awarded, the number of shares covered by each outstanding
      award, and the  price per share of such shares shall be equitably
      adjusted.  Accordingly, pursuant to Rule 416, this registration
      statement covers, in addition to the number of shares of Common Stock
      stated above, an indeterminate number of shares which, by reason of any
      such event, may become subject to the Plan.

<F**> Estimated solely for the purpose of determining the amount of the
      registration fee in accordance with Rule 457(h)(1) and based on the
      average of the high and low prices of the Common Stock as reported in
      The Wall Street Journal for the New York Stock Exchange Composite
      Transactions for April 19, 1996.
</TABLE>


<PAGE> 2

                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with or included in this Form S-8 (by
incorporation, by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").  These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.


                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The documents listed in (a) through (c) below of Monsanto Company
(hereinafter referred to as the "Company" or "registrant"), and all such
other documents or portions of documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 date of
the filing of such documents.

   (a) The Company's latest annual report, filed pursuant to Sections 13(a)
       or 15(d) of the Exchange Act, or either (1) the Company's latest
       prospectus filed pursuant to Rule 424(b) under the Securities Act of
       1933 which contains, either directly or by incorporation by reference,
       audited financial statements for the Company's latest fiscal year for
       which such statements have been filed, or (2) the Company's effective
       registration statement on Form 10 or 20-F filed under the Exchange Act
       containing audited consolidated financial statements for the Company's
       latest fiscal year.

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

                                    1
<PAGE> 3
       effective registration statement referred to in (a) above.

   (c) The description of Monsanto Company common stock, $2.00 par value, and
       the description of associated Preferred Stock Purchase Rights contained
       in registration statements filed under the Exchange Act, including any
       amendment or report filed for the purpose of updating such
       description.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by Karl R. Barnickol, Associate General Counsel
and Assistant Secretary of the Company.  Mr. Barnickol beneficially owns
11,249 shares and holds options to purchase an additional 91,200 shares of
the Company's Common Stock.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents
of the Company may be indemnified against any liability which they may incur
in their capacity as such.

Section 57 of the Company's By-Laws provides for indemnification of
directors, officers, employees and agents of the Company.

In addition, the Company has entered into indemnification agreements with its
directors and officers and maintains directors' and officers' liability
insurance for the benefit of its directors and officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


                                    2
<PAGE> 4

ITEM 8.  EXHIBITS.

See Exhibit Index at page 7.


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 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)(1)(i) and (a)(1)(ii)
             above 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 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.

                                    3
<PAGE> 5

                                 *     *     *

    (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.

                                 *     *     *

    (h)  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.



                                    4
<PAGE> 6


                                 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 County of St. Louis, and the State of Missouri, on this
23rd day of April, 1996.


                                         MONSANTO COMPANY
                                         (Registrant)


                                         By    /s/ KARL R. BARNICKOL
                                           -------------------------------
                                               Karl R. Barnickol
                                               Assistant Secretary

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

<TABLE>
<CAPTION>
       Signature                          Title                    Date
       ---------                          -----                    ----

<C>                          <S>                                <C>
         <F*>
- ---------------------------  Chairman, President and Director    April 23, 1996
   (Robert B. Shapiro)       (Principal Executive Officer)

         <F*>
- ---------------------------  Vice Chairman and Director          April 23, 1996
   (Nicholas L. Reding)

         <F*>
- ---------------------------  Senior Vice President               April 23, 1996
   (Robert B. Hoffman)       (Principal Financial Officer)

         <F*>
- ---------------------------  Vice President and Controller       April 23, 1996
   (Michael R. Hogan)        (Principal Accounting Officer)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (Joan T. Bok)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (Robert M. Heyssel)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (Gwendolyn S. King)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (Philip Leder)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (Howard M. Love)


                                    5
<PAGE> 7

         <F*>
- ---------------------------  Director                            April 23, 1996
   (Richard J. Mahoney)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (Frank A. Metz, Jr.)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (Buck Mickel)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (Jacobus F.M. Peters)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (John S. Reed)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (William D. Ruckelshaus)

         <F*>
- ---------------------------  Director                            April 23, 1996
   (John B. Slaughter)

<FN>
<F*>Karl R. Barnickol, by signing his name hereto, does sign this document on
behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed with the Securities and
Exchange Commission.


                                                /s/ KARL R. BARNICKOL
                                                ---------------------------
                                                Attorney-in-Fact
</TABLE>


                                    6
<PAGE> 8

<TABLE>
                                EXHIBIT INDEX
                                -------------

These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.

<CAPTION>
Exhibit No.                  Description
- -----------                  -----------

<C>            <S>
   (4)(i)      Form of Rights Agreement, dated as of January 26, 1990 between
               the Company and The First National Bank of Boston (incorporated
               herein by reference to Form 8-A filed on January 31, 1990)

   (5)         Opinion re legality

   (15)        Omitted - Inapplicable

   (23)        1. Consent of Deloitte & Touche LLP
               2. Consent of Company Counsel - See Exhibit 5

   (24)        1. Powers of Attorney (incorporated herein by reference to
                  Exhibit 24.1 to the Company's Form 10-K for the year ended
                  December 31, 1995)

   (27)        Not required

   (28)        Omitted - Inapplicable

   (99)        Omitted - Inapplicable

</TABLE>

                                    7
[{"type": "S-8", "sequence": "1", "description": "MONSANTO COMPANY FORM S-8", "secsgml_size_bytes": 17031}]
{"company-data": {"conformed-name": "MONSANTO CO", "cik": "0000067686", "assigned-sic": "2800", "irs-number": "430420020", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02783", "film-number": "96550124"}, "business-address": {"street1": "800 N LINDBERGH BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63167", "phone": "3146941000"}, "former-company": {"former-conformed-name": "MONSANTO CHEMICAL CO", "date-changed": "19711003"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1996

                                  Registration Statement File No. 33-
==============================================================================

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                               MONSANTO COMPANY
            (Exact name of registrant as specified in its charter)

              Delaware                                 43-0420020
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

800 North Lindbergh Boulevard
St. Louis, Missouri                                      63167
(Address of Principal Executive Offices)              (Zip Code)

               MONSANTO EXECUTIVE STOCK PURCHASE INCENTIVE PLAN
                           (full title of the plan)

                            Karl R. Barnickol, Esq.
                           Associate General Counsel
                               Monsanto Company
                         800 North Lindbergh Boulevard
                           St. Louis, Missouri 63167
                    (Name and address of Agent for service)

                                (314) 694-1000
         (Telephone number, including area code, of agent for service)

                                  Calculation of Registration Fee
=====================================================================================================
  Title of securities    Amount to be        Proposed         Proposed maximum         Amount of
   to be registered       registered     maximum offering    aggregate offering    registration fee
                                          price per share
Common Stock           300,000
$150.25
$45,075,000
$15,544
  ($2 par value)
=====================================================================================================
Section 3 of the Monsanto Executive Stock Purchase Incentive Plan (the
      "Plan") provides that in the event of a stock dividend, stock split,
      recapitalization, etc., the total number of shares which may be
      purchased or awarded, the number of shares covered by each outstanding
      award, and the  price per share of such shares shall be equitably
      adjusted.  Accordingly, pursuant to Rule 416, this registration
      statement covers, in addition to the number of shares of Common Stock
      stated above, an indeterminate number of shares which, by reason of any
      such event, may become subject to the Plan.
Estimated solely for the purpose of determining the amount of the
      registration fee in accordance with Rule 457(h)(1) and based on the
      average of the high and low prices of the Common Stock as reported in
      The Wall Street Journal for the New York Stock Exchange Composite
      Transactions for April 19, 1996.
2

                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with or included in this Form S-8 (by
incorporation, by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").  These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The documents listed in (a) through (c) below of Monsanto Company
(hereinafter referred to as the "Company" or "registrant"), and all such
other documents or portions of documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 date of
the filing of such documents.

   (a) The Company's latest annual report, filed pursuant to Sections 13(a)
       or 15(d) of the Exchange Act, or either (1) the Company's latest
       prospectus filed pursuant to Rule 424(b) under the Securities Act of
       1933 which contains, either directly or by incorporation by reference,
       audited financial statements for the Company's latest fiscal year for
       which such statements have been filed, or (2) the Company's effective
       registration statement on Form 10 or 20-F filed under the Exchange Act
       containing audited consolidated financial statements for the Company's
       latest fiscal year.

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

                                    1
3
       effective registration statement referred to in (a) above.

   (c) The description of Monsanto Company common stock, $2.00 par value, and
       the description of associated Preferred Stock Purchase Rights contained
       in registration statements filed under the Exchange Act, including any
       amendment or report filed for the purpose of updating such
       description.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by Karl R. Barnickol, Associate General Counsel
and Assistant Secretary of the Company.  Mr. Barnickol beneficially owns
11,249 shares and holds options to purchase an additional 91,200 shares of
the Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents
of the Company may be indemnified against any liability which they may incur
in their capacity as such.

Section 57 of the Company's By-Laws provides for indemnification of
directors, officers, employees and agents of the Company.

In addition, the Company has entered into indemnification agreements with its
directors and officers and maintains directors' and officers' liability
insurance for the benefit of its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                    2
4

ITEM 8.  EXHIBITS.

See Exhibit Index at page 7.

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 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)(1)(i) and (a)(1)(ii)
             above 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 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.

                                    3
5

                                 *     *     *

    (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.

                                 *     *     *

    (h)  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.

                                    4
6

                                 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 County of St. Louis, and the State of Missouri, on this
23rd day of April, 1996.

                                         MONSANTO COMPANY
                                         (Registrant)

                                         By    /s/ KARL R. BARNICKOL
                                           -------------------------------
                                               Karl R. Barnickol
                                               Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature                          Title                    Date
       ---------                          -----                    ----
- ---------------------------  Chairman, President and Director    April 23, 1996
   (Robert B. Shapiro)       (Principal Executive Officer)
- ---------------------------  Vice Chairman and Director          April 23, 1996
   (Nicholas L. Reding)
- ---------------------------  Senior Vice President               April 23, 1996
   (Robert B. Hoffman)       (Principal Financial Officer)
- ---------------------------  Vice President and Controller       April 23, 1996
   (Michael R. Hogan)        (Principal Accounting Officer)
- ---------------------------  Director                            April 23, 1996
   (Joan T. Bok)
- ---------------------------  Director                            April 23, 1996
   (Robert M. Heyssel)
- ---------------------------  Director                            April 23, 1996
   (Gwendolyn S. King)
- ---------------------------  Director                            April 23, 1996
   (Philip Leder)
- ---------------------------  Director                            April 23, 1996
   (Howard M. Love)

                                    5
7
- ---------------------------  Director                            April 23, 1996
   (Richard J. Mahoney)
- ---------------------------  Director                            April 23, 1996
   (Frank A. Metz, Jr.)
- ---------------------------  Director                            April 23, 1996
   (Buck Mickel)
- ---------------------------  Director                            April 23, 1996
   (Jacobus F.M. Peters)
- ---------------------------  Director                            April 23, 1996
   (John S. Reed)
- ---------------------------  Director                            April 23, 1996
   (William D. Ruckelshaus)
- ---------------------------  Director                            April 23, 1996
   (John B. Slaughter)
Karl R. Barnickol, by signing his name hereto, does sign this document on
behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed with the Securities and
Exchange Commission.

                                                /s/ KARL R. BARNICKOL
                                                ---------------------------
                                                Attorney-in-Fact
6
8

                                EXHIBIT INDEX
                                -------------

These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
Exhibit No.                  Description
- -----------                  -----------
(4)(i)      Form of Rights Agreement, dated as of January 26, 1990 between
               the Company and The First National Bank of Boston (incorporated
               herein by reference to Form 8-A filed on January 31, 1990)

   (5)         Opinion re legality

   (15)        Omitted - Inapplicable

   (23)        1. Consent of Deloitte & Touche LLP
               2. Consent of Company Counsel - See Exhibit 5

   (24)        1. Powers of Attorney (incorporated herein by reference to
                  Exhibit 24.1 to the Company's Form 10-K for the year ended
                  December 31, 1995)

   (27)        Not required

   (28)        Omitted - Inapplicable

   (99)        Omitted - Inapplicable
7