<PAGE> 1
                   AS FILED WITH THE SECURITIES AND EXCHANGE
                          COMMISSION ON JUNE 6, 1996

                                                  Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

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

                                 INTRAV, INC.
            (Exact name of registrant as specified in its Charter)

              Missouri                                43-1323155
(State or Other Jurisdiction                      (I.R.S. Employer
of Incorporation or Organization)                Identification No.)

                            7711 Bonhomme Avenue
                       St. Louis, Missouri 63105-1961
            (Address of principal executive offices) (Zip Code)

                 INTRAV, INC. 1995 INCENTIVE STOCK PLAN
                        (Full Title of the Plan)

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

                            Larry R. Nolan
                         President and Chief
                          Executive Officer
                             Intrav, Inc.
                         7711 Bonhomme Avenue
                   St. Louis, Missouri 63105-1961
              (Name and Address of Agent for Service)

                            (314) 727-0500
   (Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE

                                                     -------------------------
<CAPTION>
                                                                                Proposed
    Title of                                        Proposed Maximum             Maximum
   Securities               Amount to be             Offering Price             Aggregate                Amount of
to be Registered             Registered                 Per Share             Offering Price          Registration fee
- ----------------            ------------            ----------------          --------------          ----------------
<S>                          <C>                       <C>                    <C>                      <C>
Common Stock                   500,000                 $ 8.00<F2>             $ 4,000,000<F2>          $ 1,379.31<F2>
  (par value                 Shares <F1>
$.01 per share)

<FN>
<F1>  Plus such additional shares as may be issued by reason of stock splits,
      stock dividends or similar transactions.

<F2>  The proposed maximum offering price per share and the maximum aggregate
      offering price are estimated for the sole purpose of calculating the
      amount of the registration fee.  The fee has been calculated in
      accordance with Rule 457(h)(1) of Regulation C promulgated under the
      Securities Act of 1933.  Accordingly, the maximum offering price per
      share is based on the average of the high and low sale prices of the
      Common Stock on May 30, 1996 as reported by the NASDAQ National
      Market System.
</TABLE>



<PAGE> 2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
- --------------------------------------------------------

      The following documents filed with the Securities and Exchange
Commission (the "Commission") by Intrav, Inc. (the "Company") are
incorporated herein by reference:

      (a) (1)  The Annual Report of the Company on Form 10-K for the year
ended December 31, 1995, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") on March 29, 1996;

          (2)  The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, filed pursuant to Section 13 of the Exchange Act on May
1, 1996;

      (b) All reports and other documents subsequently filed by the Company
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
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 reports and
documents.

      (c) The description of the Company's Common Stock, $.01 par value (the
"Common Stock"), contained under Item 1, Description of Registrant's
Securities to be Registered on page 2 of the Company's Registration Statement
on Form 8-A (File No. 0-25990) filed with the Securities and Exchange
Commission on May 3, 1995, is incorporated herein by reference.

Item 4.  Description of Securities.
- ----------------------------------

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.
- -----------------------------------------------

      Not applicable.

Item 6.  Indemnification of Directors and Officers.
- --------------------------------------------------

      Pursuant to Mo. Rev. Stat. Sec.351.355 a company incorporated under the

laws of the State of Missouri may indemnify its directors and officers
against expenses, including attorneys' fees, judgments, fines, and amounts
paid in settlement actually and reasonably incurred as a result of civil,
criminal, administrative or investigative proceedings threatened or pending
against such parties (other than such actions by or in the right of the
corporation) if the

                                    II-1
<PAGE> 3
officer or director acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interest of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful.  With respect to actions by or in
the right of the corporation, the corporation may indemnify directors and
officers against expenses, including attorneys' fees and amounts paid in
settlement actually and reasonably incurred in connection with the defense or
settlement of the action or suit, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct, unless and only to the
extent that the court in which such action is brought determines the person is
entitled to indemnification.

      Section 357.355 allows a corporation to adopt provisions in its articles
of incorporation or bylaws or to enter into agreements (which bylaws or
agreements have been adopted by the shareholders) which provide for indemnity
of the corporation's officers and directors based on a lower standard of
conduct, except for knowingly fraudulent, deliberately dishonest or willful
misconduct.

      In addition, under Missouri law, the Company may purchase and maintain
insurance on behalf of its officers and directors for any liability incurred
by such parties in connection with their status as an officer or director of
the Company, regardless of whether the Company would have the power under
Missouri law to indemnify its officers or directors against such liability.

      Article Ten of the Company's Restated Articles of Incorporation provides
that the Company shall indemnify its officers and directors in all actions,
whether derivative, nonderivative, criminal, administrative or investigative,
if such party's conduct is not finally adjudged to be knowingly fraudulent,
deliberately dishonest or willful misconduct.  The Company also maintains
directors' and officers' liability insurance which protects each director or
officer from liability for actions taken in their capacity as directors or
officers.

Item 7.  Exemption from Registration Claimed.
- --------------------------------------------

      Not applicable.

Item 8.  Exhibits.
- -----------------

      See Exhibit Index on page II-7 hereof.

Item 9.  Undertakings.
- ---------------------

      (a) The undersigned registrant hereby undertakes:


                                    II-2
<PAGE> 4
          (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.  Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective 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) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.


      (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

                                    II-3
<PAGE> 5
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

      (c) 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.


                                    II-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, State of Missouri, on
May 31, 1996.


                                       INTRAV, INC.




                                       By:   /s/ Larry R. Nolan
                                          ----------------------
                                           Larry R. Nolan
                                           President,
                                           Chief Executive Officer and Director






                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry R. Nolan, Barney A. Ebsworth and Michael
A. DiRaimondo, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

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


                                    II-5
<PAGE> 7

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

<C>                                   <S>                                      <C>
 /s/ Larry R. Nolan                   President, Chief Executive         )
- -----------------------------         Officer and Director (Principal    )
Larry R. Nolan                        Executive Officer)                 )
                                                                         )
                                                                         )
 /s/ Michael A. DiRaimondo            Senior Vice President and Chief    )
- -----------------------------         Financial Officer (Principal       )
Michael A. DiRaimondo                 Financial and Accounting           )
                                      Officer)                           )
                                                                         )
 /s/ Barney A. Ebsworth               Chairman of the Board              )
- -----------------------------                                            )
Barney A. Ebsworth                                                       )
                                                                         )
                                                                         )
 /s/ William H.T. Bush                Director                           )     May 31, 1996
- -----------------------------                                            )
William H.T. Bush                                                        )
                                                                         )
                                                                         )
                                      Director                           )
- -----------------------------                                            )
Frederic V. Malek                                                        )
                                                                         )
                                                                         )
 /s/ John B. Biggs                    Director                           )
- -----------------------------                                            )
John B. Biggs                                                            )
                                                                         )
                                                                         )

</TABLE>


                                    II-6
<PAGE> 8
<TABLE>
                                 EXHIBIT INDEX

<CAPTION>
Exhibit
Number<F*>
- ------
      <C>      <S>
       4       Reference is made to Article Three of the Company's Restated
               Articles of Incorporation (incorporated by reference to
               Exhibit 3(i) of the Company's Registration Statement on Form
               S-1 (Registration No. 33-90444) filed with the Securities and
               Exchange Commission on March 20, 1995).

       5       Opinion of Peper, Martin, Jensen, Maichel and Hetlage.

      15       Omitted -- Inapplicable.

      23.1     Consent of Deloitte & Touche LLP.

      23.2     Consent of Peper, Martin, Jensen, Maichel and Hetlage contained in
               Exhibit 5.

      24       Power of Attorney contained on Pages II-5 and II-6 hereof.

      25       Omitted -- Inapplicable.

      27       Omitted -- Inapplicable.

      28       Omitted -- Inapplicable.

      99       Omitted -- Inapplicable.


<FN>
<F*>Numbers correspond to document numbers in Exhibit Table of Item 601 of Regulation S-K.
</TABLE>


                                    II-7
[{"type": "S-8", "sequence": "1", "description": "INTRAV, INC. FORM S-8", "secsgml_size_bytes": 18872}]
{"company-data": {"conformed-name": "INTRAV INC", "cik": "0000942317", "assigned-sic": "4700", "irs-number": "431323155", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05361", "film-number": "96577683"}, "business-address": {"street1": "7711 BONHOMME AVE", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3147270500"}, "mail-address": {"street1": "7711 BONHOMME AVE", "city": "ST LOUIS", "state": "MO", "zip": "63105-1961"}}
1
                   AS FILED WITH THE SECURITIES AND EXCHANGE
                          COMMISSION ON JUNE 6, 1996

                                                  Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

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

                                 INTRAV, INC.
            (Exact name of registrant as specified in its Charter)

              Missouri                                43-1323155
(State or Other Jurisdiction                      (I.R.S. Employer
of Incorporation or Organization)                Identification No.)

                            7711 Bonhomme Avenue
                       St. Louis, Missouri 63105-1961
            (Address of principal executive offices) (Zip Code)

                 INTRAV, INC. 1995 INCENTIVE STOCK PLAN
                        (Full Title of the Plan)

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

                            Larry R. Nolan
                         President and Chief
                          Executive Officer
                             Intrav, Inc.
                         7711 Bonhomme Avenue
                   St. Louis, Missouri 63105-1961
              (Name and Address of Agent for Service)

                            (314) 727-0500
   (Telephone Number, Including Area Code, of Agent for Service)

                                                  CALCULATION OF REGISTRATION FEE

                                                     -------------------------
Proposed
    Title of                                        Proposed Maximum             Maximum
   Securities               Amount to be             Offering Price             Aggregate                Amount of
to be Registered             Registered                 Per Share             Offering Price          Registration fee
- ----------------            ------------            ----------------          --------------          ----------------
Common Stock                   500,000                 $ 8.00
$ 4,000,000
$ 1,379.31
(par value                 Shares
$.01 per share)
Plus such additional shares as may be issued by reason of stock splits,
      stock dividends or similar transactions.
The proposed maximum offering price per share and the maximum aggregate
      offering price are estimated for the sole purpose of calculating the
      amount of the registration fee.  The fee has been calculated in
      accordance with Rule 457(h)(1) of Regulation C promulgated under the
      Securities Act of 1933.  Accordingly, the maximum offering price per
      share is based on the average of the high and low sale prices of the
      Common Stock on May 30, 1996 as reported by the NASDAQ National
      Market System.
2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
- --------------------------------------------------------

      The following documents filed with the Securities and Exchange
Commission (the "Commission") by Intrav, Inc. (the "Company") are
incorporated herein by reference:

      (a) (1)  The Annual Report of the Company on Form 10-K for the year
ended December 31, 1995, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") on March 29, 1996;

          (2)  The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, filed pursuant to Section 13 of the Exchange Act on May
1, 1996;

      (b) All reports and other documents subsequently filed by the Company
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
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 reports and
documents.

      (c) The description of the Company's Common Stock, $.01 par value (the
"Common Stock"), contained under Item 1, Description of Registrant's
Securities to be Registered on page 2 of the Company's Registration Statement
on Form 8-A (File No. 0-25990) filed with the Securities and Exchange
Commission on May 3, 1995, is incorporated herein by reference.

Item 4.  Description of Securities.
- ----------------------------------

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.
- -----------------------------------------------

      Not applicable.

Item 6.  Indemnification of Directors and Officers.
- --------------------------------------------------

      Pursuant to Mo. Rev. Stat. Sec.351.355 a company incorporated under the

laws of the State of Missouri may indemnify its directors and officers
against expenses, including attorneys' fees, judgments, fines, and amounts
paid in settlement actually and reasonably incurred as a result of civil,
criminal, administrative or investigative proceedings threatened or pending
against such parties (other than such actions by or in the right of the
corporation) if the

                                    II-1
3
officer or director acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interest of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful.  With respect to actions by or in
the right of the corporation, the corporation may indemnify directors and
officers against expenses, including attorneys' fees and amounts paid in
settlement actually and reasonably incurred in connection with the defense or
settlement of the action or suit, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct, unless and only to the
extent that the court in which such action is brought determines the person is
entitled to indemnification.

      Section 357.355 allows a corporation to adopt provisions in its articles
of incorporation or bylaws or to enter into agreements (which bylaws or
agreements have been adopted by the shareholders) which provide for indemnity
of the corporation's officers and directors based on a lower standard of
conduct, except for knowingly fraudulent, deliberately dishonest or willful
misconduct.

      In addition, under Missouri law, the Company may purchase and maintain
insurance on behalf of its officers and directors for any liability incurred
by such parties in connection with their status as an officer or director of
the Company, regardless of whether the Company would have the power under
Missouri law to indemnify its officers or directors against such liability.

      Article Ten of the Company's Restated Articles of Incorporation provides
that the Company shall indemnify its officers and directors in all actions,
whether derivative, nonderivative, criminal, administrative or investigative,
if such party's conduct is not finally adjudged to be knowingly fraudulent,
deliberately dishonest or willful misconduct.  The Company also maintains
directors' and officers' liability insurance which protects each director or
officer from liability for actions taken in their capacity as directors or
officers.

Item 7.  Exemption from Registration Claimed.
- --------------------------------------------

      Not applicable.

Item 8.  Exhibits.
- -----------------

      See Exhibit Index on page II-7 hereof.

Item 9.  Undertakings.
- ---------------------

      (a) The undersigned registrant hereby undertakes:

                                    II-2
4
          (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.  Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective 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) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.

      (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

                                    II-3
5
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

      (c) 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.

                                    II-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, State of Missouri, on
May 31, 1996.

                                       INTRAV, INC.

                                       By:   /s/ Larry R. Nolan
                                          ----------------------
                                           Larry R. Nolan
                                           President,
                                           Chief Executive Officer and Director

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry R. Nolan, Barney A. Ebsworth and Michael
A. DiRaimondo, and each of them (with full power to each of them to act alone),
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

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

                                    II-5
7
Signature                             Title                                    Date
- ---------                             -----                                    ----
/s/ Larry R. Nolan                   President, Chief Executive         )
- -----------------------------         Officer and Director (Principal    )
Larry R. Nolan                        Executive Officer)                 )
                                                                         )
                                                                         )
 /s/ Michael A. DiRaimondo            Senior Vice President and Chief    )
- -----------------------------         Financial Officer (Principal       )
Michael A. DiRaimondo                 Financial and Accounting           )
                                      Officer)                           )
                                                                         )
 /s/ Barney A. Ebsworth               Chairman of the Board              )
- -----------------------------                                            )
Barney A. Ebsworth                                                       )
                                                                         )
                                                                         )
 /s/ William H.T. Bush                Director                           )     May 31, 1996
- -----------------------------                                            )
William H.T. Bush                                                        )
                                                                         )
                                                                         )
                                      Director                           )
- -----------------------------                                            )
Frederic V. Malek                                                        )
                                                                         )
                                                                         )
 /s/ John B. Biggs                    Director                           )
- -----------------------------                                            )
John B. Biggs                                                            )
                                                                         )
                                                                         )
II-6
8

                                 EXHIBIT INDEX
Exhibit
Number
- ------
4       Reference is made to Article Three of the Company's Restated
               Articles of Incorporation (incorporated by reference to
               Exhibit 3(i) of the Company's Registration Statement on Form
               S-1 (Registration No. 33-90444) filed with the Securities and
               Exchange Commission on March 20, 1995).

       5       Opinion of Peper, Martin, Jensen, Maichel and Hetlage.

      15       Omitted -- Inapplicable.

      23.1     Consent of Deloitte & Touche LLP.

      23.2     Consent of Peper, Martin, Jensen, Maichel and Hetlage contained in
               Exhibit 5.

      24       Power of Attorney contained on Pages II-5 and II-6 hereof.

      25       Omitted -- Inapplicable.

      27       Omitted -- Inapplicable.

      28       Omitted -- Inapplicable.

      99       Omitted -- Inapplicable.
Numbers correspond to document numbers in Exhibit Table of Item 601 of Regulation S-K.
II-7