<PAGE>

                As filed with the Securities and Exchange Commission
                                  on April 7, 1995
                                                       Registration No. 33-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   IGI, INC.
               (Exact Name of Registrant as Specified in its Charter)

                 Delaware                               01-0355758
         (State or Other Jurisdiction of             (I.R.S. Employer
         Incorporation or Organization)              Identification Number)

         Wheat Road & Lincoln Avenue, Buena, New Jersey      08310
            (Address of Principal Executive Offices)       (Zip Code)

                                   IGI, INC.
                        NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

                             Edward B. Hager, M.D.
                            Chief Executive Officer
                                   IGI, Inc.
                          Wheat Road & Lincoln Avenue
                            Buena, New Jersey 08310
                    (Name and Address of Agent for Service)

                                   (609) 697-1441
            (Telephone Number, Including Area Code, of Agent For Service)

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

                        CALCULATION OF REGISTRATION FEE

                                     Proposed   Proposed
         Title of                    Maximum    Maximum
         Securities     Amount       Offering   Aggregate    Amount of
         to be          to be        Price      Offering     Registration
         Registered     Registered   Per Share  Price        Fee
         ----------     ----------   ---------  ---------    ------------
         Common Stock,  250,000      $15.00(1) $3,750,000(1)  $1,294
         $.01 par        shares
         value

- --------------------------------------------------------------------------------
         (1)  Estimated solely for the purpose of calculating the registration
              fee, and based upon the average of the reported high and low
              prices of the Registrant's Common Stock on the American Stock
              Exchange on April 3, 1995 in accordance with Rules 457(c) and
              457(h) of the Securities Act of 1933.

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

<PAGE>

            PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                   The information required by Part I is included in documents
         sent or given to participants in the Registrant's Non-Qualified Stock
         Option Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933,
         as amended (the "Securities Act").

            PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.   Incorporation of Certain Documents by Reference

                   The Registrant is subject to the informational and reporting
         requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), and, in
         accordance therewith, files reports, proxy statements and other
         information with the Securities and Exchange Commission (the
         "Commission"). The following documents, which are filed with the
         Commission, are incorporated in this Registration Statement by
         reference:

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

                   (2) 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 document referred to in (1) above.

                   (3) The description of the Common Stock, $.01 par value per
              share ("Common Stock"), contained in a registration statement
              filed under the Exchange Act, including any amendment or report
              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 Exchange Act, prior to
         the filing of a post-effective amendment which indicates that all
         shares of Common Stock offered hereby have been sold or which
         deregisters all shares of Common Stock then remaining unsold, shall be
         deemed to be incorporated by reference herein and to be part hereof
         from the date of the filing of such documents.

         Item 4.   Description of Securities

                   Not applicable.

<PAGE>

         Item 5.   Interests of Named Experts and Counsel

                   Not applicable.

         Item 6.   Indemnification of Directors and Officers

                   Section 145 of the Delaware General Corporation Law, as
         amended (the "Delaware General Corporation Law"), provides that a
         corporation may indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or proceeding, whether civil, criminal, administrative or
         investigative, by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation or is or was serving at
         its request in such capacity in another corporation or business
         association, against expenses (including attorneys' fees), judgments,
         fines and amounts paid in settlement actually and reasonably incurred
         by him in connection with such action, suit or proceeding if he acted
         in good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the corporation, and, with respect to
         any criminal action or proceeding, had no reasonable cause to believe
         his conduct was unlawful.

              Section 102(b)(7) of the Delaware General Corporation Law permits
         a corporation to provide in its certificate of incorporation that a
         director of the corporation shall not be personally liable to the
         corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (i) for any breach
         of the director's duty of loyalty to the corporation or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of Delaware General Corporation Law, or (iv) for any
         transaction from which the director derived an improper personal
         benefit.

              Article NINTH of the Registrant's Certificate of Incorporation, as
         amended (the "Certificate of Incorporation"), provides that, to the
         fullest extent permitted by Section 145 of the Delaware General
         Corporation Law, the Registrant will indemnify each person whom it
         shall have the power to indemnify under said section from and against
         any and all of the expenses, liabilities or other matters referred to
         or covered by said section.

              Article ELEVENTH of the Registrant's Certificate of Incorporation
         provides that no director of the Registrant shall be liable for
         monetary damages for any breach of fiduciary duty, except to the extent
         that the Delaware General Corporation Law prohibits the elimination or
         limitation of liability of directors for breach of fiduciary duty.

<PAGE>

         Item 7.   Exemption from Registration Claimed

                   Not applicable.

         Item 8.   Exhibits

                   The Exhibit Index immediately preceding the exhibits is
         incorporated herein by reference.

         Item 9.   Undertakings

                   1.   The 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 to include any material information
                   with respect to the plan of distribution not previously
                   disclosed in the Registration Statement or any material
                   change to such information in the Registration Statement.

                        (2) That, for the purpose of determining any liability
                   under the Securities Act, each such post-effective amendment
                   shall be deemed to be a new Registration Statement relating
                   to the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

                        (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.

                   2. The Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities 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.

                   3. Insofar as indemnification for liabilities arising under
         the Securities Act 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 Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification

<PAGE>

         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 Securities 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 City of Nashua, New
         Hampshire on the 7th day of April, 1995.

                                                  IGI,  INC.

                                                  /s/ Edward B. Hager 
                                                  -----------------------
                                                  Chairman and
                                                  Chief Executive Officer


                                   POWER OF ATTORNEY

              We, the undersigned officers and directors of IGI, Inc., hereby
         severally constitute Edward B. Hager, John P. Gallo, Henry A. Malkasian
         and Paul P. Brountas, and each of them singly, our true and lawful
         attorneys with full power to them, and each of them singly, to sign for
         us and in our names in the capacities indicated below, the Registration
         Statement on Form S-8 filed herewith and any and all subsequent
         amendments to said Registration Statement, and generally to do all such
         things in our names and behalf in our capacities as officers and
         directors to enable IGI, Inc. to comply with all requirements of the
         Securities and Exchange Commission, hereby ratifying and confirming our
         signatures as they may be signed by said attorneys, or any of them, to
         said Registration Statement and any and all amendments thereto.

<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              Title                     Date

         /s/ Edward B. Hager         Chairman and Chief        April 7, 1995
         --------------------------  Executive Officer
         Edward B. Hager             (Principal Executive
                                     Officer)

         /s/ John P. Gallo           President and Director    April 7, 1995
         --------------------------
         John P. Gallo

         /s/ Donald J. MacPhee       Vice President            April 7, 1995
         --------------------------  and Controller (Principal
         Donald J. MacPhee           Financial and Accounting
                                     Officer)

         /s/ Henry A. Malkasian      Director                  April 7, 1995
         --------------------------
         Henry A. Malkasian

         /s/ Jane E. Hager           Director                  April 7, 1995
         --------------------------
         Jane E. Hager

         /s/ David G. Pinosky        Director                  April 7, 1995
         --------------------------
         David G. Pinosky

         /s/ John O. Marsh, Jr.      Director                  April 7, 1995
         --------------------------
         John O. Marsh, Jr.

         /s/ Terrence O'Donnell      Director                  April 7, 1995
         --------------------------
         Terrence O'Donnell

         /s/ Dick Cheney             Director                  April 7, 1995
         --------------------------
         Dick Cheney

         /s/ Constantine L. Hampers  Director                  April 7, 1995
         --------------------------
         Constantine L. Hampers

<PAGE>

                                 Exhibit Index

    Exhibit
    Number       Description                                         Page

       4.1       Certificate of Incorporation of
                 the Registrant, as amended (incorporated
                 by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement
                 on Form S-8 (File No. 33-63700) filed on
                 June 2, 1993)                                       *

       4.2       By-laws of the Registrant, as
                 amended (incorporated by reference
                 to Exhibit (2)(b) to the Registrant's
                 Registration Statement on Form S-18
                 (File No. 2-72262-B) filed on
                 May 12, 1981)                                       *

       4.3       Specimen stock certificate for shares
                 of Common Stock, par value $.01 per share
                 (incorporated by reference to Exhibit (4)
                 to the Registrant's Annual Report on
                 Form 10-K for the fiscal year ended
                 December 31, 1989, filed April 2, 1990
                 (the "1989 Form 10-K"))                             *

       4.4       Rights Agreement by and between the Registrant
                 and Fleet National Bank dated as of March 19,
                 1987 (incorporated by reference to Exhibit (4)
                 to the Registrant's Current Report on Form 8-K,
                 dated as of March 26, 1987)                         *

       4.5       Amendment to Rights Agreement by and among the
                 Registrant, Fleet National Bank and State Street
                 Bank and Trust Company dated as of March 23, 1990
                 (incorporated by reference to Exhibit (10)(g) to
                 the 1989 Form 10-K)                                 *

       5         Opinion of Hale and Dorr                            9

      23.1       Consent of Coopers & Lybrand L.L.P.                 11

      23.2       Consent of Hale and Dorr
                 (included in Exhibit 5)

      24         Power of Attorney (included on the
                 signature pages of this Registration Statement)
    ---------
    *Incorporated herein by reference.

<PAGE>
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{"company-data": {"conformed-name": "IGI INC", "cik": "0000352998", "assigned-sic": "2836", "irs-number": "010355758", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58479", "film-number": "95527589"}, "business-address": {"street1": "WHEAT ROAD AND LINCOCN AVENUE", "street2": "P O  BOX 687", "city": "BUENA", "state": "NJ", "zip": "08310", "phone": "6096971441"}, "mail-address": {"street1": "WHEAT ROAD AND LINCOCN AVE", "street2": "P O  BOX 687", "city": "BUENA", "state": "NJ", "zip": "08310"}, "former-company": {"former-conformed-name": "IMMUNOGENETICS INC", "date-changed": "19870814"}}
As filed with the Securities and Exchange Commission
                                  on April 7, 1995
                                                       Registration No. 33-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   IGI, INC.
               (Exact Name of Registrant as Specified in its Charter)

                 Delaware                               01-0355758
         (State or Other Jurisdiction of             (I.R.S. Employer
         Incorporation or Organization)              Identification Number)

         Wheat Road & Lincoln Avenue, Buena, New Jersey      08310
            (Address of Principal Executive Offices)       (Zip Code)

                                   IGI, INC.
                        NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

                             Edward B. Hager, M.D.
                            Chief Executive Officer
                                   IGI, Inc.
                          Wheat Road & Lincoln Avenue
                            Buena, New Jersey 08310
                    (Name and Address of Agent for Service)

                                   (609) 697-1441
            (Telephone Number, Including Area Code, of Agent For Service)

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

                        CALCULATION OF REGISTRATION FEE

                                     Proposed   Proposed
         Title of                    Maximum    Maximum
         Securities     Amount       Offering   Aggregate    Amount of
         to be          to be        Price      Offering     Registration
         Registered     Registered   Per Share  Price        Fee
         ----------     ----------   ---------  ---------    ------------
         Common Stock,  250,000      $15.00(1) $3,750,000(1)  $1,294
         $.01 par        shares
         value

- --------------------------------------------------------------------------------
         (1)  Estimated solely for the purpose of calculating the registration
              fee, and based upon the average of the reported high and low
              prices of the Registrant's Common Stock on the American Stock
              Exchange on April 3, 1995 in accordance with Rules 457(c) and
              457(h) of the Securities Act of 1933.

================================================================================
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                   The information required by Part I is included in documents
         sent or given to participants in the Registrant's Non-Qualified Stock
         Option Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933,
         as amended (the "Securities Act").

            PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.   Incorporation of Certain Documents by Reference

                   The Registrant is subject to the informational and reporting
         requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), and, in
         accordance therewith, files reports, proxy statements and other
         information with the Securities and Exchange Commission (the
         "Commission"). The following documents, which are filed with the
         Commission, are incorporated in this Registration Statement by
         reference:

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

                   (2) 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 document referred to in (1) above.

                   (3) The description of the Common Stock, $.01 par value per
              share ("Common Stock"), contained in a registration statement
              filed under the Exchange Act, including any amendment or report
              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 Exchange Act, prior to
         the filing of a post-effective amendment which indicates that all
         shares of Common Stock offered hereby have been sold or which
         deregisters all shares of Common Stock then remaining unsold, shall be
         deemed to be incorporated by reference herein and to be part hereof
         from the date of the filing of such documents.

         Item 4.   Description of Securities

                   Not applicable.
Item 5.   Interests of Named Experts and Counsel

                   Not applicable.

         Item 6.   Indemnification of Directors and Officers

                   Section 145 of the Delaware General Corporation Law, as
         amended (the "Delaware General Corporation Law"), provides that a
         corporation may indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or proceeding, whether civil, criminal, administrative or
         investigative, by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation or is or was serving at
         its request in such capacity in another corporation or business
         association, against expenses (including attorneys' fees), judgments,
         fines and amounts paid in settlement actually and reasonably incurred
         by him in connection with such action, suit or proceeding if he acted
         in good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the corporation, and, with respect to
         any criminal action or proceeding, had no reasonable cause to believe
         his conduct was unlawful.

              Section 102(b)(7) of the Delaware General Corporation Law permits
         a corporation to provide in its certificate of incorporation that a
         director of the corporation shall not be personally liable to the
         corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (i) for any breach
         of the director's duty of loyalty to the corporation or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of Delaware General Corporation Law, or (iv) for any
         transaction from which the director derived an improper personal
         benefit.

              Article NINTH of the Registrant's Certificate of Incorporation, as
         amended (the "Certificate of Incorporation"), provides that, to the
         fullest extent permitted by Section 145 of the Delaware General
         Corporation Law, the Registrant will indemnify each person whom it
         shall have the power to indemnify under said section from and against
         any and all of the expenses, liabilities or other matters referred to
         or covered by said section.

              Article ELEVENTH of the Registrant's Certificate of Incorporation
         provides that no director of the Registrant shall be liable for
         monetary damages for any breach of fiduciary duty, except to the extent
         that the Delaware General Corporation Law prohibits the elimination or
         limitation of liability of directors for breach of fiduciary duty.
Item 7.   Exemption from Registration Claimed

                   Not applicable.

         Item 8.   Exhibits

                   The Exhibit Index immediately preceding the exhibits is
         incorporated herein by reference.

         Item 9.   Undertakings

                   1.   The 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 to include any material information
                   with respect to the plan of distribution not previously
                   disclosed in the Registration Statement or any material
                   change to such information in the Registration Statement.

                        (2) That, for the purpose of determining any liability
                   under the Securities Act, each such post-effective amendment
                   shall be deemed to be a new Registration Statement relating
                   to the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

                        (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.

                   2. The Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities 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.

                   3. Insofar as indemnification for liabilities arising under
         the Securities Act 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 Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification
against such liabilities (other than the payment by the 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 Securities 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 City of Nashua, New
         Hampshire on the 7th day of April, 1995.

                                                  IGI,  INC.

                                                  /s/ Edward B. Hager 
                                                  -----------------------
                                                  Chairman and
                                                  Chief Executive Officer

                                   POWER OF ATTORNEY

              We, the undersigned officers and directors of IGI, Inc., hereby
         severally constitute Edward B. Hager, John P. Gallo, Henry A. Malkasian
         and Paul P. Brountas, and each of them singly, our true and lawful
         attorneys with full power to them, and each of them singly, to sign for
         us and in our names in the capacities indicated below, the Registration
         Statement on Form S-8 filed herewith and any and all subsequent
         amendments to said Registration Statement, and generally to do all such
         things in our names and behalf in our capacities as officers and
         directors to enable IGI, Inc. to comply with all requirements of the
         Securities and Exchange Commission, hereby ratifying and confirming our
         signatures as they may be signed by said attorneys, or any of them, to
         said Registration Statement and any and all amendments thereto.
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              Title                     Date

         /s/ Edward B. Hager         Chairman and Chief        April 7, 1995
         --------------------------  Executive Officer
         Edward B. Hager             (Principal Executive
                                     Officer)

         /s/ John P. Gallo           President and Director    April 7, 1995
         --------------------------
         John P. Gallo

         /s/ Donald J. MacPhee       Vice President            April 7, 1995
         --------------------------  and Controller (Principal
         Donald J. MacPhee           Financial and Accounting
                                     Officer)

         /s/ Henry A. Malkasian      Director                  April 7, 1995
         --------------------------
         Henry A. Malkasian

         /s/ Jane E. Hager           Director                  April 7, 1995
         --------------------------
         Jane E. Hager

         /s/ David G. Pinosky        Director                  April 7, 1995
         --------------------------
         David G. Pinosky

         /s/ John O. Marsh, Jr.      Director                  April 7, 1995
         --------------------------
         John O. Marsh, Jr.

         /s/ Terrence O'Donnell      Director                  April 7, 1995
         --------------------------
         Terrence O'Donnell

         /s/ Dick Cheney             Director                  April 7, 1995
         --------------------------
         Dick Cheney

         /s/ Constantine L. Hampers  Director                  April 7, 1995
         --------------------------
         Constantine L. Hampers
Exhibit Index

    Exhibit
    Number       Description                                         Page

       4.1       Certificate of Incorporation of
                 the Registrant, as amended (incorporated
                 by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement
                 on Form S-8 (File No. 33-63700) filed on
                 June 2, 1993)                                       *

       4.2       By-laws of the Registrant, as
                 amended (incorporated by reference
                 to Exhibit (2)(b) to the Registrant's
                 Registration Statement on Form S-18
                 (File No. 2-72262-B) filed on
                 May 12, 1981)                                       *

       4.3       Specimen stock certificate for shares
                 of Common Stock, par value $.01 per share
                 (incorporated by reference to Exhibit (4)
                 to the Registrant's Annual Report on
                 Form 10-K for the fiscal year ended
                 December 31, 1989, filed April 2, 1990
                 (the "1989 Form 10-K"))                             *

       4.4       Rights Agreement by and between the Registrant
                 and Fleet National Bank dated as of March 19,
                 1987 (incorporated by reference to Exhibit (4)
                 to the Registrant's Current Report on Form 8-K,
                 dated as of March 26, 1987)                         *

       4.5       Amendment to Rights Agreement by and among the
                 Registrant, Fleet National Bank and State Street
                 Bank and Trust Company dated as of March 23, 1990
                 (incorporated by reference to Exhibit (10)(g) to
                 the 1989 Form 10-K)                                 *

       5         Opinion of Hale and Dorr                            9

      23.1       Consent of Coopers & Lybrand L.L.P.                 11

      23.2       Consent of Hale and Dorr
                 (included in Exhibit 5)

      24         Power of Attorney (included on the
                 signature pages of this Registration Statement)
    ---------
    *Incorporated herein by reference.