<PAGE> 1
                                                      
   As filed with the Securities and Exchange Commission on December 28, 1994
                                                        Registration No 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 F O R M S - 8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             HUNT MANUFACTURING CO.
               (Exact name of issuer as specified in its charter)

       Pennsylvania                                             21-0481254
  ------------------------                                  ------------------ 
  (State of incorporation)                                     (IRS Employer
                                                            Identification No.)
    230 South Broad Street
  Philadelphia, Pennsylvania                                      19102
- ----------------------------                                    ----------
(Address of Principal Executive                                 (Zip Code)
         Offices)

                 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                              William E. Chandler
                         Senior Vice President, Finance
                             Hunt Manufacturing Co.
                             230 South Broad Street
                             Philadelphia, PA 19102
                                 (215) 732-7700
                                 --------------
           (Name, address and telephone number of agent for service)

                                    Copy to:
                           John C. Bennett, Jr., Esq.
                             Drinker Biddle & Reath
                    1100 Philadelphia National Bank Building
                              1345 Chestnut Street
                             Philadelphia, PA 19107

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                  Proposed        Proposed
Title of                          maximum         maximum
securities        Amount          offering        aggregate           Amount
to be             to be           price per       offering            registra-
registered        registered      share (1)       price (1)           tion fee
- --------------------------------------------------------------------------------
Common Shares,
 par value .$10
 per share        90,000 shares    $13.875       $1,248,750            $431
- --------------------------------------------------------------------------------

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee, pursuant to Rule 457(h), on the basis of the sales price
     of the Common Shares on the New York Stock Exchange on December 22, 1994.







<PAGE> 2





                                     PART I

                   INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS


                   (Not required to be filed as part of this
                            registration statement)


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



   Item 3. Incorporation of Documents by Reference.

     Hunt Manufacturing Co. (the "Company" or "Registrant") hereby incorporates
into this registration statement by reference:

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
November 28, 1993; 

         (b) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended February 27, 1994, May 29, 1994 and August 29, 1994; and

         (c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Securities Exchange
Act of 1934 on October 27, 1980; and the description of the Rights which are
deemed to be attached to the Company's Common Stock (until the occurrence of
certain events) contained in the Company's Form 8-A which became effective on
August 31, 1990. 

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

   Item 4. Description of Securities

           Not applicable

   Item 5. Interests of Named Experts and Counsel

           Not applicable


                                       2



<PAGE> 3


   

   Item 6. Indemnification of Directors and Officers

     The By-laws of the Company limit the personal liability of directors of the
Company for monetary damages for any action taken, or any failure to take any
action, as a director except to the extent that a director's liability for
monetary damages may not be limited or avoided under the terms of the
Pennsylvania Directors' Liability Act, as the same may be amended from time to
time, or any applicable Pennsylvania statute thereafter enacted. The Directors'
Liability Act generally provides that the liability of directors may not be
limited for a director's breach of or failure to perform the duties of his or
her office or for self-dealing, nor may the limitation of liability extend to
the responsibility or liability of a director under any criminal statute or for
the payment of taxes under local, state or federal law.

     The By-laws of the Company essentially provide for indemnification of
directors and officers of the Company and its subsidiaries to the full extent
permitted by the Pennsylvania Business Corporation Law and other applicable law.
The By-laws provide that the Company shall indemnify any person who was or is a
party (other than a party plaintiff suing in their own behalf or in the right of
the Company) or is threatened to be made a party to or a subject of any
threatened, pending or completed action, suit or proceeding (collectively, a
"Proceeding"), including actions by or in the right of the Company , whether
civil, criminal, administrative or investigative, by reason of the fact that
such person (an "Indemnified Person") is or was a director or officer of the
Company, or is or was serving, while a director or officer of the Company, at
the request of the Company as a director, officer, employee, agent, fiduciary or
other representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines, excise taxes, punitive damages and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such Proceeding, 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. If a person is entitled to indemnification in
respect of a portion, but not to all, of any liability, the Company shall
indemnify such person to the extent of such portion.

     The By-laws also state that the indemnification provided for therein is not
exclusive of any other rights persons seeking indemnification might have. Thus,
the By-Laws permit the Company to enter into indemnification agreements with
directors and officers and other Indemnified Persons and to purchase and
maintain insurance on behalf of such persons against any liability incurred by
them in any such capacity or arising out of their status as such, whether or not
the Company would have the 


                                       3


<PAGE> 4


power to indemnify such person against such liability under the provisions of
the Company's By-laws. The Company currently maintains directors' and officers'
liability insurance.

   Item 7. Exemption from Registration Claimed.

           Not applicable

   Item 8. Exhibits.

           (4) Instruments defining the rights of security holders:

               (a) Restated Articles of Incorporation, as amended (composite).

               (b) By-Laws, as amended (incorp. by ref. to Ex. 4(a) to fiscal
                   1990 Form 10-K).

               (c) Rights Agreement dated as of August 8, 1990 (including as
                   Exhibit A thereto the Designation of Powers, Preferences,
                   Rights and Qualifications of Preferred Stock), between the
                   Company and Mellon Bank (East), N.A., as original Rights
                   Agent (incorp. by ref. to Ex. 4.1 to August 1990 Form 8-K)
                   and Assignment and Assumption Agreement dated December 2,
                   1991, with American Stock Transfer and Trust Company, as
                   successor Rights Agent (incorp. by ref. to Ex. 4(d) to fiscal
                   1991 Form 10-K).

               (d) Miscellaneous long-term debt instruments and credit facility
                   agreements of the Company, under which the underlying
                   authorized debt is equal to less than 10% of the total assets
                   of the Company and its subsidiaries on a consolidated basis,
                   have not been filed as exhibits to this registration
                   statement. The Company agrees to furnish to the Commission,
                   upon request, copies of any such unfiled instruments.

           (5) Opinion re: legality

               (a) Opinion of Drinker Biddle & Reath

          (23) Consents of Experts and Counsel

               (a) Consent of Coopers & Lybrand 
               (b) (the consent of counsel is contained in the opinion filed as 
                   Exhibit 5(a) hereto)

                                       4

<PAGE> 5


   Item 9. Undertakings

     The undersigned Registrant hereby undertakes as follows:

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

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

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

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

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

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

                                       5
<PAGE> 6


     (5) 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.

                                       6
































<PAGE> 7


                                   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 From S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania on December 22, 1994.



                                                     HUNT MANUFACTURING CO.


                                                     By /s/ William E. Chandler
                                                        -----------------------
                                                        William E. Chandler
                                                        Senior Vice President,
                                                         Finance


                                       7

<PAGE> 8




                                   SIGNATURES

     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. EACH PERSON IN SO SIGNING, ALSO MAKES,
CONSTITUTES AND APPOINTS RONALD J. NAPLES, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OF THE REGISTRANT, AND WILLIAM E. CHANDLER, SENIOR VICE PRESIDENT, FINANCE, OF
THE REGISTRANT, AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT,
IN HIS OR HER NAME, PLACE AND STEAD TO EXECUTE AND CAUSE TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ANY AND ALL POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT.

Signature                            Capacity                       Date
- ----------                           --------                       ----

/s/ Ronald J. Naples               Chairman of the            December 14, 1994
- ---------------------------        Board, Director and
Ronald J. Naples                   Chief Executive
                                   Officer

/s/ William E. Chandler            Senior Vice Presi-         December 14, 1994
- ---------------------------        dent, Finance
William E. Chandler                (Principal Financial
                                   Officer)

/s/ Stephen P. Rolf                Vice President and         December 14, 1994
- ---------------------------        Controller (Principal
Stephen P. Rolf                    Accounting Officer)

/s/ Vincent G. Bell, Jr.           Director                   December 14, 1994
- ---------------------------
Vincent G. Bell, Jr.

/s/ Jack Farber                    Director                   December 14, 1994
- ---------------------------
Jack Farber

/s/ Robert B. Fritsch              Director                   December 14, 1994
- ---------------------------
Robert B. Fritsch

/s/ William F. Hamilton            Director                   December 14, 1994
- ---------------------------
William F. Hamilton

/s/ Mary R. Henderson              Director                   December 14, 1994
- ---------------------------
Mary R. (Nina) Henderson

/s/ Gordon A. MacInnes, Jr.        Director                   December 14, 1994
- ---------------------------
Gordon A. MacInnes, Jr.

/s/ Wilson D. McElhinny            Director                   December 14, 1994
- ---------------------------
Wilson D. McElhinny

/s/ Robert H. Rock                 Director                   December 14, 1994
- ---------------------------
Robert H. Rock

/s/ Roderic H. Ross                Director                   December 14, 1994
- ---------------------------
Roderic H. Ross

/s/ Victoria B. Vallely            Director                   December 14, 1994
- ---------------------------
Victoria B. Vallely

                                       8

<PAGE> 9




                               INDEX OF EXHIBITS
                                FILED WITH THIS
                             REGISTRATION STATEMENT


     Exhibit

     4(a)  Restated Articles of Incorporation, as amended
           (composite)

     5(a)  Opinion of Drinker Biddle & Reath

     23    Consent of Coopers & Lybrand
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17996}]
{"company-data": {"conformed-name": "HUNT MANUFACTURING CO", "cik": "0000049146", "assigned-sic": "3950", "irs-number": "210481254", "state-of-incorporation": "PA", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57105", "film-number": "94566652"}, "business-address": {"street1": "230 S BROAD ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19102", "phone": "2157327700"}, "mail-address": {"street1": "230 S. BROAD STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
1
                                                      
   As filed with the Securities and Exchange Commission on December 28, 1994
                                                        Registration No 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 F O R M S - 8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             HUNT MANUFACTURING CO.
               (Exact name of issuer as specified in its charter)

       Pennsylvania                                             21-0481254
  ------------------------                                  ------------------ 
  (State of incorporation)                                     (IRS Employer
                                                            Identification No.)
    230 South Broad Street
  Philadelphia, Pennsylvania                                      19102
- ----------------------------                                    ----------
(Address of Principal Executive                                 (Zip Code)
         Offices)

                 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                              William E. Chandler
                         Senior Vice President, Finance
                             Hunt Manufacturing Co.
                             230 South Broad Street
                             Philadelphia, PA 19102
                                 (215) 732-7700
                                 --------------
           (Name, address and telephone number of agent for service)

                                    Copy to:
                           John C. Bennett, Jr., Esq.
                             Drinker Biddle & Reath
                    1100 Philadelphia National Bank Building
                              1345 Chestnut Street
                             Philadelphia, PA 19107

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                  Proposed        Proposed
Title of                          maximum         maximum
securities        Amount          offering        aggregate           Amount
to be             to be           price per       offering            registra-
registered        registered      share (1)       price (1)           tion fee
- --------------------------------------------------------------------------------
Common Shares,
 par value .$10
 per share        90,000 shares    $13.875       $1,248,750            $431
- --------------------------------------------------------------------------------

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee, pursuant to Rule 457(h), on the basis of the sales price
     of the Common Shares on the New York Stock Exchange on December 22, 1994.
2

                                     PART I

                   INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

                   (Not required to be filed as part of this
                            registration statement)

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3. Incorporation of Documents by Reference.

     Hunt Manufacturing Co. (the "Company" or "Registrant") hereby incorporates
into this registration statement by reference:

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
November 28, 1993; 

         (b) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended February 27, 1994, May 29, 1994 and August 29, 1994; and

         (c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Securities Exchange
Act of 1934 on October 27, 1980; and the description of the Rights which are
deemed to be attached to the Company's Common Stock (until the occurrence of
certain events) contained in the Company's Form 8-A which became effective on
August 31, 1990. 

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

   Item 4. Description of Securities

           Not applicable

   Item 5. Interests of Named Experts and Counsel

           Not applicable

                                       2
3

   

   Item 6. Indemnification of Directors and Officers

     The By-laws of the Company limit the personal liability of directors of the
Company for monetary damages for any action taken, or any failure to take any
action, as a director except to the extent that a director's liability for
monetary damages may not be limited or avoided under the terms of the
Pennsylvania Directors' Liability Act, as the same may be amended from time to
time, or any applicable Pennsylvania statute thereafter enacted. The Directors'
Liability Act generally provides that the liability of directors may not be
limited for a director's breach of or failure to perform the duties of his or
her office or for self-dealing, nor may the limitation of liability extend to
the responsibility or liability of a director under any criminal statute or for
the payment of taxes under local, state or federal law.

     The By-laws of the Company essentially provide for indemnification of
directors and officers of the Company and its subsidiaries to the full extent
permitted by the Pennsylvania Business Corporation Law and other applicable law.
The By-laws provide that the Company shall indemnify any person who was or is a
party (other than a party plaintiff suing in their own behalf or in the right of
the Company) or is threatened to be made a party to or a subject of any
threatened, pending or completed action, suit or proceeding (collectively, a
"Proceeding"), including actions by or in the right of the Company , whether
civil, criminal, administrative or investigative, by reason of the fact that
such person (an "Indemnified Person") is or was a director or officer of the
Company, or is or was serving, while a director or officer of the Company, at
the request of the Company as a director, officer, employee, agent, fiduciary or
other representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines, excise taxes, punitive damages and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such Proceeding, 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. If a person is entitled to indemnification in
respect of a portion, but not to all, of any liability, the Company shall
indemnify such person to the extent of such portion.

     The By-laws also state that the indemnification provided for therein is not
exclusive of any other rights persons seeking indemnification might have. Thus,
the By-Laws permit the Company to enter into indemnification agreements with
directors and officers and other Indemnified Persons and to purchase and
maintain insurance on behalf of such persons against any liability incurred by
them in any such capacity or arising out of their status as such, whether or not
the Company would have the 

                                       3
4

power to indemnify such person against such liability under the provisions of
the Company's By-laws. The Company currently maintains directors' and officers'
liability insurance.

   Item 7. Exemption from Registration Claimed.

           Not applicable

   Item 8. Exhibits.

           (4) Instruments defining the rights of security holders:

               (a) Restated Articles of Incorporation, as amended (composite).

               (b) By-Laws, as amended (incorp. by ref. to Ex. 4(a) to fiscal
                   1990 Form 10-K).

               (c) Rights Agreement dated as of August 8, 1990 (including as
                   Exhibit A thereto the Designation of Powers, Preferences,
                   Rights and Qualifications of Preferred Stock), between the
                   Company and Mellon Bank (East), N.A., as original Rights
                   Agent (incorp. by ref. to Ex. 4.1 to August 1990 Form 8-K)
                   and Assignment and Assumption Agreement dated December 2,
                   1991, with American Stock Transfer and Trust Company, as
                   successor Rights Agent (incorp. by ref. to Ex. 4(d) to fiscal
                   1991 Form 10-K).

               (d) Miscellaneous long-term debt instruments and credit facility
                   agreements of the Company, under which the underlying
                   authorized debt is equal to less than 10% of the total assets
                   of the Company and its subsidiaries on a consolidated basis,
                   have not been filed as exhibits to this registration
                   statement. The Company agrees to furnish to the Commission,
                   upon request, copies of any such unfiled instruments.

           (5) Opinion re: legality

               (a) Opinion of Drinker Biddle & Reath

          (23) Consents of Experts and Counsel

               (a) Consent of Coopers & Lybrand 
               (b) (the consent of counsel is contained in the opinion filed as 
                   Exhibit 5(a) hereto)

                                       4
5

   Item 9. Undertakings

     The undersigned Registrant hereby undertakes as follows:

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

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

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

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

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

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

                                       5
6

     (5) 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.

                                       6
7

                                   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 From S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania on December 22, 1994.

                                                     HUNT MANUFACTURING CO.

                                                     By /s/ William E. Chandler
                                                        -----------------------
                                                        William E. Chandler
                                                        Senior Vice President,
                                                         Finance

                                       7
8

                                   SIGNATURES

     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. EACH PERSON IN SO SIGNING, ALSO MAKES,
CONSTITUTES AND APPOINTS RONALD J. NAPLES, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OF THE REGISTRANT, AND WILLIAM E. CHANDLER, SENIOR VICE PRESIDENT, FINANCE, OF
THE REGISTRANT, AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT,
IN HIS OR HER NAME, PLACE AND STEAD TO EXECUTE AND CAUSE TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ANY AND ALL POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT.

Signature                            Capacity                       Date
- ----------                           --------                       ----

/s/ Ronald J. Naples               Chairman of the            December 14, 1994
- ---------------------------        Board, Director and
Ronald J. Naples                   Chief Executive
                                   Officer

/s/ William E. Chandler            Senior Vice Presi-         December 14, 1994
- ---------------------------        dent, Finance
William E. Chandler                (Principal Financial
                                   Officer)

/s/ Stephen P. Rolf                Vice President and         December 14, 1994
- ---------------------------        Controller (Principal
Stephen P. Rolf                    Accounting Officer)

/s/ Vincent G. Bell, Jr.           Director                   December 14, 1994
- ---------------------------
Vincent G. Bell, Jr.

/s/ Jack Farber                    Director                   December 14, 1994
- ---------------------------
Jack Farber

/s/ Robert B. Fritsch              Director                   December 14, 1994
- ---------------------------
Robert B. Fritsch

/s/ William F. Hamilton            Director                   December 14, 1994
- ---------------------------
William F. Hamilton

/s/ Mary R. Henderson              Director                   December 14, 1994
- ---------------------------
Mary R. (Nina) Henderson

/s/ Gordon A. MacInnes, Jr.        Director                   December 14, 1994
- ---------------------------
Gordon A. MacInnes, Jr.

/s/ Wilson D. McElhinny            Director                   December 14, 1994
- ---------------------------
Wilson D. McElhinny

/s/ Robert H. Rock                 Director                   December 14, 1994
- ---------------------------
Robert H. Rock

/s/ Roderic H. Ross                Director                   December 14, 1994
- ---------------------------
Roderic H. Ross

/s/ Victoria B. Vallely            Director                   December 14, 1994
- ---------------------------
Victoria B. Vallely

                                       8
9

                               INDEX OF EXHIBITS
                                FILED WITH THIS
                             REGISTRATION STATEMENT

     Exhibit

     4(a)  Restated Articles of Incorporation, as amended
           (composite)

     5(a)  Opinion of Drinker Biddle & Reath

     23    Consent of Coopers & Lybrand