<PAGE> 1
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1996

                                  Registration Statement File No. 333-
==============================================================================


                                   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 MANAGEMENT INCENTIVE PLAN OF 1996
                           (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           9,250,000<F*>     $150.6875<F**>    $1,393,859,375<F**>       $480,642
 ($2 par value)
===================================================================================================

<FN>
<F*>  Article I, Section 4 of the Monsanto Management Incentive Plan of 1996
      (the "Plan") provides that in the event of a stock dividend, stock
      split, recapitalization, etc., the total number of shares which may be
      optioned or awarded, the number of shares covered by each outstanding
      option, commitment or undelivered award, and the price per share of such
      outstanding options 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 24, 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
29th 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 29, 1996
(Robert B. Shapiro)                       (Principal Executive Officer)

        <F*>
- -------------------------                 Vice Chairman and Director             April 29, 1996
(Nicholas L. Reding)

        <F*>
- -------------------------                 Senior Vice President                  April 29, 1996
(Robert B. Hoffman)                       (Principal Financial Officer)

        <F*>
- -------------------------                 Vice President and Controller          April 29, 1996
(Michael R. Hogan)                        (Principal Accounting Officer)

        <F*>
- --------------------------                Director                               April 29, 1996
(Joan T. Bok)

        <F*>
- -------------------------                 Director                               April 29, 1996
(Robert M. Heyssel)

        <F*>
- -------------------------                 Director                               April 29, 1996
(Gwendolyn S. King)

        <F*>
- -------------------------                 Director                               April 29, 1996
(Philip Leder)

        <F*>
- -------------------------                 Director                               April 29, 1996
(Howard M. Love)


                                    5
<PAGE> 7

        <F*>
- -------------------------                 Director                               April 29, 1996
(Frank A. Metz, Jr.)

        <F*>
- -------------------------                 Director                               April 29, 1996
(Jacobus F.M. Peters)

        <F*>
- -------------------------                 Director                               April 29, 1996
(John S. Reed)

        <F*>
- -------------------------                 Director                               April 29, 1996
(William D. Ruckelshaus)

        <F*>
- -------------------------                 Director                               April 29, 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

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

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

<TABLE>
<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": 17336}]
{"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": "333-02961", "film-number": "96552926"}, "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 29, 1996

                                  Registration Statement File No. 333-
==============================================================================

                                   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 MANAGEMENT INCENTIVE PLAN OF 1996
                           (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           9,250,000
$150.6875
$1,393,859,375
$480,642
 ($2 par value)
===================================================================================================
Article I, Section 4 of the Monsanto Management Incentive Plan of 1996
      (the "Plan") provides that in the event of a stock dividend, stock
      split, recapitalization, etc., the total number of shares which may be
      optioned or awarded, the number of shares covered by each outstanding
      option, commitment or undelivered award, and the price per share of such
      outstanding options 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 24, 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
29th 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 29, 1996
(Robert B. Shapiro)                       (Principal Executive Officer)
- -------------------------                 Vice Chairman and Director             April 29, 1996
(Nicholas L. Reding)
- -------------------------                 Senior Vice President                  April 29, 1996
(Robert B. Hoffman)                       (Principal Financial Officer)
- -------------------------                 Vice President and Controller          April 29, 1996
(Michael R. Hogan)                        (Principal Accounting Officer)
- --------------------------                Director                               April 29, 1996
(Joan T. Bok)
- -------------------------                 Director                               April 29, 1996
(Robert M. Heyssel)
- -------------------------                 Director                               April 29, 1996
(Gwendolyn S. King)
- -------------------------                 Director                               April 29, 1996
(Philip Leder)
- -------------------------                 Director                               April 29, 1996
(Howard M. Love)

                                    5
7
- -------------------------                 Director                               April 29, 1996
(Frank A. Metz, Jr.)
- -------------------------                 Director                               April 29, 1996
(Jacobus F.M. Peters)
- -------------------------                 Director                               April 29, 1996
(John S. Reed)
- -------------------------                 Director                               April 29, 1996
(William D. Ruckelshaus)
- -------------------------                 Director                               April 29, 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