AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1998

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

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                   PHOTRONICS, INC.
                (Exact name of registrant as specified in its charter)

               CONNECTICUT                             06-0854886
          (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)           Identification Number)

                              1061 EAST INDIANTOWN ROAD
                               JUPITER, FLORIDA  33477
                           (Address, including zip code of
                      registrant's principal executive offices)

                                   PHOTRONICS, INC.
                                1998 STOCK OPTION PLAN
                               (Full title of the plan)

                               JEFFREY P. MOONAN, ESQ.
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                   PHOTRONICS, INC.
                              1061 EAST INDIANTOWN ROAD
                               JUPITER, FLORIDA  33477
                                    (407) 747-4163
                 (Name and address, including zip code, and telephone
                  number, including area code, of agent for service)

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


                           CALCULATION OF REGISTRATION FEE
          =================================================================
                                      PROPOSED    PROPOSED
          TITLE OF                    MAXIMUM     MAXIMUM
          SECURITIES    AMOUNT        OFFERING    AGGREGATE    AMOUNT OF
          TO BE         TO BE         PRICE       OFFERING     REGISTRATION
          REGISTERED    REGISTERED    PER SHARE   PRICE        FEE(1)
          -----------------------------------------------------------------
          Common 
          stock, 
          par value 
          $.01 . .   1,000,000 shares   $31.75    $31,750,000    $9,366.25
          =================================================================

          (1)  Calculated in accordance with Rule 457(h) of the General
               Rules and Regulations under the Securities Act of 1933.

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


          <PAGE>

                                        PART I


                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS



          ITEM 1

             Plan Information*



          ITEM 2

             Registrant Information and Employee Plan Annual Information*





          ---------------
          *  Information required by Part I to be contained in the Section
             10(a) prospectus is omitted from the Registration Statement in
             accordance with Rule 428 under the Securities Act of 1933, as
             amended, and the Note to Part I of Form S-8.


          <PAGE>


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


          ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE
                  ---------------------------------------

             The following documents filed by the Registrant with the
          Securities and Exchange Commission are incorporated by reference
          in the Registration Statement.

             1)   The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended November 2, 1997; 

             2)   The Registrant's Quarterly Report on Form 10-Q for the
                  fiscal quarter ended February 1, 1998; 

             3)   The description of the Common Stock which is contained in
                  the Registrant's Form 8-A, filed on March 5, 1987 (File
                  #0-15451) under Section 12(g) of the Securities Exchange
                  Act of 1934, as amended, including any amendments or
                  reports filed for the purpose of updating such
                  description.

             All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
          Act of 1934, as amended, prior to the filing of a post-effective
          amendment which indicates that all securities offered have been
          sold or which deregisters all securities then remaining unsold,
          shall be deemed to be incorporated by reference herein and to be
          a part hereof from the respective dates of filing of such
          documents.

          ITEM 4  DESCRIPTION OF SECURITIES
                  -------------------------

             Not applicable.


          ITEM 5  INTERESTS OF NAMED EXPERTS AND COUNSELS
                  ---------------------------------------

             Not applicable.


          ITEM 6  INDEMNIFICATION OF DIRECTORS AND OFFICERS
                  -----------------------------------------

             The Connecticut Stock Corporation Act (the "Act") provides for
          indemnification of directors, officers, shareholders, employees
          and agents of a corporation.  Under the Act, a corporation is
          required to indemnify a director against judgments and other
          expenses of litigation when he is sued by reason of his being a
          director in any proceeding brought, other than on behalf of the
          corporation, if a director is successful on the merits in
          defense, or acted in good faith and in a manner reasonably
          believed to be in the best interests of the corporation, or in a
          criminal action or proceeding, had no reasonable cause to believe
          his conduct was unlawful.  In a proceeding brought on behalf of a
          corporation (a derivative action), a director is entitled to be
          indemnified by the corporation for reasonable expenses of
          litigation, if the director is entitled to indemnification for
          both derivative and nonderivative actions, if a court determines,
          upon application, that the director is fairly and reasonably
          entitled to be indemnified.

             Article Ninth of the Company's Certificate of Incorporation
          limits directors' monetary liability for actions or omissions
          made in good faith, which are later determined to be a breach of
          their duty as directors of the Company.  Article Ninth does not
          eliminate or limit a director's liability for breaches of
          fiduciary duty for actions or omissions which (i) involved a
          knowing and culpable violation of law; (ii) showed a lack of good


                                      II-1
          <PAGE>


          faith and conscious disregard for his duty as that director under
          circumstances where the director was aware that his actions
          created an unjustifiable risk of serious injury to the Company;
          (iii) constituted a sustained and unexcused pattern of
          inattention that amounted to an abdication of his duty; or (iv)
          involved the improper distribution of Company assets to its
          shareholders or an improper loan to an officer, director or 5%
          shareholder.  Article Ninth also does not preclude suits for
          equitable relief, such as an injunction, nor would it shield
          directors from liability for violations of the Federal securities
          laws.  Moreover, Article Ninth does not limit the liability of
          directors for any act or omission that occurred prior to the date
          the Article became effective and does not limit the potential
          liability of officer-directors in their capacity as officers.

             The Company has purchased directors' and officers' liability
          insurance covering certain liabilities incurred by its directors
          in connection with the performance of their duties.

          ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED
                  -----------------------------------

             Not applicable.

          ITEM 8  EXHIBITS
                  --------

             The following Exhibits are filed as part of this Registration
          Statement:

             4(a)   The 1998 Stock Option Plan adopted by the Board of
                    Directors of the Registrant on January 20, 1998 and
                    approved by the stockholders on March 18, 1998. 
                    (Incorporated by reference to Appendix A to
                    Registrant's Proxy Statement dated February 12, 1998
                    filed with the Securities and Exchange Commission as
                    definitive Proxy Statement pursuant to Rule 14a-101 on
                    February 11, 1998 (SEC File No. 000-15451)).

               5    Opinion of Reid & Priest LLP.

             23(a)  Consent of Deloitte & Touche LLP.

             23(b)  Consent of Reid & Priest LLP (included in Exhibit 5).

             25     Power of Attorney (see page II-4).

          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,
                    represents 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; 


                                      II-2
          <PAGE>



               provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii),
               --------  -------
               above, do not apply if the Registration Statement is on Form
               S-3 or Form S-8, and the information required to be included
               in a post-effective amendment by those paragraphs is
               contained in the 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)  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)  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.

          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.

          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-3
          <PAGE


                                      SIGNATURES


             Pursuant to the requirements of the Securities Act of 1933,
          the Registrant certifies that it has reasonable grounds to
          believe that it meets all of the requirements for filing on Form
          S-8 and has duly caused this registration statement to be signed
          on its behalf by the undersigned thereunto duly authorized in the
          Town of Brookfield, State of Connecticut on April 22, 1998.


                                             PHOTRONICS, INC.



                                           By:   /s/ Michael J. Yomazzo
                                             ------------------------------
                                                  Michael J. Yomazzo
                                                  President and
                                                  Chief Executive Officer








                                  POWER OF ATTORNEY



             KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints Michael J.
          Yomazzo and Jeffrey P. Moonan, and each of them, his true and
          lawful attorneys-in-fact and agents, with full power of
          substitution and resubstitution, to act, without the other, for
          him and in his name, place and stead, in any and all capacities,
          to sign any or all amendments (including post-effective
          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 full 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, their substitute or
          substitutes may lawfully do or cause to be done by virtue hereof.



                                      II-4
          <PAGE>


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




                  SIGNATURE                          DATE



           /s/ Constantine S. Macricostas         April 22, 1998
          ----------------------------------
          Constantine S. Macricostas
          Chairman of the Board of Directors


             /s/ Michael J. Yomazzo               April 22, 1998
          ---------------------------------
          Michael J. Yomazzo
          Director 
          President and Chief Executive Officer
          (Principal Executive Officer)


             /s/ Robert J. Bollo                  April 22, 1998
          ---------------------------------
          Robert J. Bollo
          Vice President/Finance
          Chief Financial Officer
          (Principal Financial/Accounting Officer)


             /s/ Yukio Tagawa                     April 22, 1998
          ---------------------------------
          Yukio Tagawa
          Director



             /s/ Walter M. Fiederowicz            April 22, 1998
          ---------------------------------
          Walter M. Fiederowicz
          Director


             /s/ Joseph A. Fiorita, Jr.           April 22, 1998
          ---------------------------------
          Joseph A. Fiorita, Jr.
          Director


                                      II-5
          <PAGE>

                                    EXHIBIT INDEX


          Exhibit           Description
          -------           -----------

             4(a)   The 1998 Stock Option Plan adopted by the Board of
                    Directors of the Registrant on January 20, 1998 and
                    approved by the stockholders on March 18, 1998. 
                    (Incorporated by reference to Appendix A to
                    Registrant's Proxy Statement dated February 12, 1998
                    filed with the Securities and Exchange Commission as
                    definitive Proxy Statement pursuant to Rule 14a-101 on
                    February 11, 1998 (SEC File No. 000-1545)).

               5    Opinion of Reid & Priest LLP.

             23(a)  Consent of Deloitte & Touche LLP.

             23(b)  Consent of Reid & Priest LLP (included in Exhibit 5).

             25     Power of Attorney (see page 6).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF PHOTRONICS, INC.", "secsgml_size_bytes": 19017}]
{"company-data": {"conformed-name": "PHOTRONICS INC", "cik": "0000810136", "assigned-sic": "3559", "irs-number": "060854886", "state-of-incorporation": "CT", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50809", "film-number": "98599539"}, "business-address": {"street1": "1061 INDIANTOWN RD", "street2": "SUITE 318", "city": "JUPITER", "state": "FL", "zip": "33477", "phone": "5617474163"}, "mail-address": {"street1": "15 SECOR ROAD", "street2": "P O BOX 5226", "city": "BROOKFIELD", "state": "CT", "zip": "06804"}, "former-company": {"former-conformed-name": "PHOTRONIC LABS INC", "date-changed": "19900514"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1998

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

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                   PHOTRONICS, INC.
                (Exact name of registrant as specified in its charter)

               CONNECTICUT                             06-0854886
          (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)           Identification Number)

                              1061 EAST INDIANTOWN ROAD
                               JUPITER, FLORIDA  33477
                           (Address, including zip code of
                      registrant's principal executive offices)

                                   PHOTRONICS, INC.
                                1998 STOCK OPTION PLAN
                               (Full title of the plan)

                               JEFFREY P. MOONAN, ESQ.
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                   PHOTRONICS, INC.
                              1061 EAST INDIANTOWN ROAD
                               JUPITER, FLORIDA  33477
                                    (407) 747-4163
                 (Name and address, including zip code, and telephone
                  number, including area code, of agent for service)

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

                           CALCULATION OF REGISTRATION FEE
          =================================================================
                                      PROPOSED    PROPOSED
          TITLE OF                    MAXIMUM     MAXIMUM
          SECURITIES    AMOUNT        OFFERING    AGGREGATE    AMOUNT OF
          TO BE         TO BE         PRICE       OFFERING     REGISTRATION
          REGISTERED    REGISTERED    PER SHARE   PRICE        FEE(1)
          -----------------------------------------------------------------
          Common 
          stock, 
          par value 
          $.01 . .   1,000,000 shares   $31.75    $31,750,000    $9,366.25
          =================================================================

          (1)  Calculated in accordance with Rule 457(h) of the General
               Rules and Regulations under the Securities Act of 1933.

          =================================================================
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          ITEM 1

             Plan Information*

          ITEM 2

             Registrant Information and Employee Plan Annual Information*

          ---------------
          *  Information required by Part I to be contained in the Section
             10(a) prospectus is omitted from the Registration Statement in
             accordance with Rule 428 under the Securities Act of 1933, as
             amended, and the Note to Part I of Form S-8.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE
                  ---------------------------------------

             The following documents filed by the Registrant with the
          Securities and Exchange Commission are incorporated by reference
          in the Registration Statement.

             1)   The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended November 2, 1997; 

             2)   The Registrant's Quarterly Report on Form 10-Q for the
                  fiscal quarter ended February 1, 1998; 

             3)   The description of the Common Stock which is contained in
                  the Registrant's Form 8-A, filed on March 5, 1987 (File
                  #0-15451) under Section 12(g) of the Securities Exchange
                  Act of 1934, as amended, including any amendments or
                  reports filed for the purpose of updating such
                  description.

             All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
          Act of 1934, as amended, prior to the filing of a post-effective
          amendment which indicates that all securities offered have been
          sold or which deregisters all securities then remaining unsold,
          shall be deemed to be incorporated by reference herein and to be
          a part hereof from the respective dates of filing of such
          documents.

          ITEM 4  DESCRIPTION OF SECURITIES
                  -------------------------

             Not applicable.

          ITEM 5  INTERESTS OF NAMED EXPERTS AND COUNSELS
                  ---------------------------------------

             Not applicable.

          ITEM 6  INDEMNIFICATION OF DIRECTORS AND OFFICERS
                  -----------------------------------------

             The Connecticut Stock Corporation Act (the "Act") provides for
          indemnification of directors, officers, shareholders, employees
          and agents of a corporation.  Under the Act, a corporation is
          required to indemnify a director against judgments and other
          expenses of litigation when he is sued by reason of his being a
          director in any proceeding brought, other than on behalf of the
          corporation, if a director is successful on the merits in
          defense, or acted in good faith and in a manner reasonably
          believed to be in the best interests of the corporation, or in a
          criminal action or proceeding, had no reasonable cause to believe
          his conduct was unlawful.  In a proceeding brought on behalf of a
          corporation (a derivative action), a director is entitled to be
          indemnified by the corporation for reasonable expenses of
          litigation, if the director is entitled to indemnification for
          both derivative and nonderivative actions, if a court determines,
          upon application, that the director is fairly and reasonably
          entitled to be indemnified.

             Article Ninth of the Company's Certificate of Incorporation
          limits directors' monetary liability for actions or omissions
          made in good faith, which are later determined to be a breach of
          their duty as directors of the Company.  Article Ninth does not
          eliminate or limit a director's liability for breaches of
          fiduciary duty for actions or omissions which (i) involved a
          knowing and culpable violation of law; (ii) showed a lack of good

                                      II-1
faith and conscious disregard for his duty as that director under
          circumstances where the director was aware that his actions
          created an unjustifiable risk of serious injury to the Company;
          (iii) constituted a sustained and unexcused pattern of
          inattention that amounted to an abdication of his duty; or (iv)
          involved the improper distribution of Company assets to its
          shareholders or an improper loan to an officer, director or 5%
          shareholder.  Article Ninth also does not preclude suits for
          equitable relief, such as an injunction, nor would it shield
          directors from liability for violations of the Federal securities
          laws.  Moreover, Article Ninth does not limit the liability of
          directors for any act or omission that occurred prior to the date
          the Article became effective and does not limit the potential
          liability of officer-directors in their capacity as officers.

             The Company has purchased directors' and officers' liability
          insurance covering certain liabilities incurred by its directors
          in connection with the performance of their duties.

          ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED
                  -----------------------------------

             Not applicable.

          ITEM 8  EXHIBITS
                  --------

             The following Exhibits are filed as part of this Registration
          Statement:

             4(a)   The 1998 Stock Option Plan adopted by the Board of
                    Directors of the Registrant on January 20, 1998 and
                    approved by the stockholders on March 18, 1998. 
                    (Incorporated by reference to Appendix A to
                    Registrant's Proxy Statement dated February 12, 1998
                    filed with the Securities and Exchange Commission as
                    definitive Proxy Statement pursuant to Rule 14a-101 on
                    February 11, 1998 (SEC File No. 000-15451)).

               5    Opinion of Reid & Priest LLP.

             23(a)  Consent of Deloitte & Touche LLP.

             23(b)  Consent of Reid & Priest LLP (included in Exhibit 5).

             25     Power of Attorney (see page II-4).

          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,
                    represents 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; 

                                      II-2
provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii),
               --------  -------
               above, do not apply if the Registration Statement is on Form
               S-3 or Form S-8, and the information required to be included
               in a post-effective amendment by those paragraphs is
               contained in the 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)  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)  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.

          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.

          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-3
Pursuant to the requirements of the Securities Act of 1933 ,
          this registration statement has been signed below by the
          following persons in the capacities and on the dates indicated.

                  SIGNATURE                          DATE

           /s/ Constantine S. Macricostas         April 22, 1998
          ----------------------------------
          Constantine S. Macricostas
          Chairman of the Board of Directors

             /s/ Michael J. Yomazzo               April 22, 1998
          ---------------------------------
          Michael J. Yomazzo
          Director 
          President and Chief Executive Officer
          (Principal Executive Officer)

             /s/ Robert J. Bollo                  April 22, 1998
          ---------------------------------
          Robert J. Bollo
          Vice President/Finance
          Chief Financial Officer
          (Principal Financial/Accounting Officer)

             /s/ Yukio Tagawa                     April 22, 1998
          ---------------------------------
          Yukio Tagawa
          Director

             /s/ Walter M. Fiederowicz            April 22, 1998
          ---------------------------------
          Walter M. Fiederowicz
          Director

             /s/ Joseph A. Fiorita, Jr.           April 22, 1998
          ---------------------------------
          Joseph A. Fiorita, Jr.
          Director

                                      II-5
EXHIBIT INDEX

          Exhibit           Description
          -------           -----------

             4(a)   The 1998 Stock Option Plan adopted by the Board of
                    Directors of the Registrant on January 20, 1998 and
                    approved by the stockholders on March 18, 1998. 
                    (Incorporated by reference to Appendix A to
                    Registrant's Proxy Statement dated February 12, 1998
                    filed with the Securities and Exchange Commission as
                    definitive Proxy Statement pursuant to Rule 14a-101 on
                    February 11, 1998 (SEC File No. 000-1545)).

               5    Opinion of Reid & Priest LLP.

             23(a)  Consent of Deloitte & Touche LLP.

             23(b)  Consent of Reid & Priest LLP (included in Exhibit 5).

             25     Power of Attorney (see page 6).