<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 recipient 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 SHARED SUCCESS STOCK OPTION PLAN
                           (full title of the plan)


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

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


<TABLE>
                        Calculation of Registration Fee

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

<S>                    <C>               <C>                  <C>                     <C>
Common Stock            2,700,000<F*>     $150.6875<F**>      $406,856,250<F**>       $140,296
($2 par value)
===================================================================================================

<FN>
<F*>  Section 9 of the Monsanto Shared Success Stock Option Plan (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 or
      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": 17178}]
{"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": "333-02963", "film-number": "96552930"}, "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 recipient 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 SHARED SUCCESS STOCK OPTION PLAN
                           (full title of the plan)

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

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

                        Calculation of Registration Fee
===================================================================================================
 Title of securities    Amount to be        Proposed         Proposed maximum        Amount of
  to be registered       registered     maximum offering    aggregate offering    registration fee
                                         price per share
Common Stock            2,700,000
$150.6875
$406,856,250
$140,296
($2 par value)
===================================================================================================
Section 9 of the Monsanto Shared Success Stock Option Plan (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 or
      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