<PAGE>

As filed with the Securities and Exchange Commission on January 8, 1996

                                                   Registration No. 033-

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

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                             DIGI INTERNATIONAL INC.
             (Exact name of Registrant as specified in its charter)


               DELAWARE                                     41-1532464
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

       6400 FLYING CLOUD DRIVE                                55344
       EDEN PRAIRIE, MINNESOTA                              (Zip Code)
(Address of principal executive offices)



                             DIGI INTERNATIONAL INC.
                                STOCK OPTION PLAN
                            (Full title of the plan)

                                 Gerald A. Wall
                             Digi International Inc.
                             6400 Flying Cloud Drive
                         Eden Prairie, Minnesota  55344
                     (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (612) 943-9020
                             ______________________


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

------------------------------------------------------------------------------
------------------------------------------------------------------------------
                                                 Proposed
                               Proposed           maximum
   Title of       Amount        maximum          aggregate        Amount of
 securities to     to be     offering price       offering       registration
 be registered   registered   per share (1)       price (1)          fee
------------------------------------------------------------------------------
<S>              <C>         <C>                 <C>             <C>
Common Stock,    2,000,000
$.01 par value     shares        $18.25          $36,500,000       $12,590
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of the registration fee pursuant to
     Rule 457(h)(1) based on the average of the high and low sales prices per
     share of the Registrant's Common Stock on January 4, 1996, as reported on
     the Nasdaq National Market.



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

<PAGE>

                             DIGI INTERNATIONAL INC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, previously filed (File No. 1-17972) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated in this Registration Statement by reference and
made a part hereof:

          (1)  The latest Annual Report on Form 10-K of Digi International Inc.
               (the "Company") filed pursuant to Section 13 of the Exchange Act.


          (2)  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 referred to in (1) above.

          (3)  The description of the Company's Common Stock which is contained
               in the Registration Statement filed under the Exchange Act and
               all amendments and reports filed for the purpose of updating such
               description.

          All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.

          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 incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any 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.

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Delaware General Corporation Law and Article V of the By-Laws of
the Company provide for broad indemnification of directors and officers of the
Company.

          The Company also maintains a director and officer insurance policy
which insures the Company and its directors and officers against damages,
judgments, settlements and costs incurred by reason of certain acts of such
persons in their capacities as directors and officers.


                                     II-1

<PAGE>

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

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

     4.01           Restated Certificate of Incorporation of the Company.*

     4.02           Amended and Restated By-Laws of the Company.**

     4.03           Digi International Inc. Stock Option Plan.

     4.04           Form of Non-Statutory Stock Option Agreement.

     5              Opinion of Faegre & Benson Professional Limited Liability
                    Partnership as to the legality of the shares being
                    registered.

     23.01          Consent of Faegre & Benson Professional Limited Liability
                    Partnership is contained in its opinion filed as Exhibit 5
                    to this Registration Statement.

     23.02          Consent of Coopers & Lybrand L.L.P., independent
                    accountants, to the incorporation by reference in this
                    Registration Statement of their report dated November 15,
                    1995 appearing on page 31 of the Company's Annual Report,
                    which is incorporated by reference in the Company's Annual
                    Report on Form 10-K for the year ended September 30, 1995.

     24             Powers of Attorney authorizing John P. Schinas and Ervin F.
                    Kamm, Jr. to sign this Registration Statement on behalf of
                    the directors and certain officers of the Company.

*    Incorporated by reference to Exhibit 3(a) to the Company's Registration
     Statement on Form S-1 (File No. 33-30725).
**   Incorporated by reference to Exhibit 3(b) to the Company's Registration
     Statement on Form S-1 (File No. 33-42384).

ITEM 9.   UNDERTAKINGS.

     A.   The Company 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.  Notwithstanding the foregoing, any
          increase or decrease in the 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



                                     II-2

<PAGE>

          Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a twenty percent change in the maximum
          aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective Registration Statement; and

               (iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) 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
periodic reports filed by the Company 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 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 herein, 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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
Company 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 City of Minneapolis, State of Minnesota, on January 5, 1996.

                              DIGI INTERNATIONAL INC.



                              By  /s/ Ervin F. Kamm, Jr.
                                  -------------------------------------------
                                  Ervin F. Kamm, Jr.
                                  President and Chief Executive Officer


          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 5, 1996 by the following
persons in the capacities and on the date indicated.

Signature                     Capacity
---------                     --------


/s/ Ervin F. Kamm, Jr.
-------------------------     President and Chief Executive Officer
Ervin F. Kamm, Jr.            (Principal Executive Officer)



/s/ Gerald A. Wall            Vice President, Chief Financial Officer and
-------------------------     Treasurer (Principal Financial and Accounting
Gerald A. Wall                Officer)


Willis K. Drake*              Director       )
Richard E. Eichhorn*          Director       )
Ervin F. Kamm, Jr.*           Director       )
Mykola Moroz*                 Director       )    A majority of the
Richard E. Offerdahl*         Director       )    Board of Directors
John P. Schinas*              Director       )
David Stanley*                Director       )


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



*By /s/ Ervin F. Kamm, Jr.
    ------------------------------------------
         Ervin F. Kamm, Jr.
         For Himself and As
         Attorney-in-Fact


M1:0059194.01


                                     II-4
<PAGE>


                                INDEX TO EXHIBITS



                                                                    Method
Exhibit                   Description                              of Filing
-------                   -----------                              ---------

4.01      Restated Certificate of Incorporation of the Company

4.02      Amended and Restated By-Laws of the Company

                                                                   Electronic
4.03      Digi International Inc. Stock Option Plan............... Transmission

                                                                   Electronic
4.04      Form of Non-Statutory Stock Option Agreement............ Transmission

5         Opinion of Faegre & Benson Professional
          Limited Liability Partnership as to the legality         Electronic
          of the shares being registered.......................... Transmission

23.01     Consent of Faegre & Benson Professional
          Limited Liability Partnership is contained in its
          opinion filed as Exhibit 5 to this Registration
          Statement

23.02     Consent of Coopers & Lybrand L.L.P., independent
          accountants, to the incorporation by reference
          in this Registration Statement of their report
          dated November 15, 1995 appearing on page 31 of the
          Company's Annual Report, which is incorporated by
          reference in the Company's Annual Report on Form 10-K    Electronic
          for the year ended September 30, 1995................... Transmission

24        Powers of Attorney authorizing John P. Schinas and
          Ervin F. Kamm, Jr. to sign this Registration
          Statement on behalf of the directors and certain         Electronic
          officers of the Company................................. Transmission




M1:0059194.01





                                    II-5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16509}]
{"company-data": {"conformed-name": "DIGI INTERNATIONAL INC", "cik": "0000854775", "assigned-sic": "3577", "irs-number": "411532464", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00099", "film-number": "96501848"}, "business-address": {"street1": "6400 FLYING CLOUD DR", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344", "phone": "6129439020"}, "mail-address": {"street1": "6400 FLYING CLOUD DRIVE", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}}
As filed with the Securities and Exchange Commission on January 8, 1996

                                                   Registration No. 033-

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

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                             DIGI INTERNATIONAL INC.
             (Exact name of Registrant as specified in its charter)

               DELAWARE                                     41-1532464
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

       6400 FLYING CLOUD DRIVE                                55344
       EDEN PRAIRIE, MINNESOTA                              (Zip Code)
(Address of principal executive offices)

                             DIGI INTERNATIONAL INC.
                                STOCK OPTION PLAN
                            (Full title of the plan)

                                 Gerald A. Wall
                             Digi International Inc.
                             6400 Flying Cloud Drive
                         Eden Prairie, Minnesota  55344
                     (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (612) 943-9020
                             ______________________

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
------------------------------------------------------------------------------
                                                 Proposed
                               Proposed           maximum
   Title of       Amount        maximum          aggregate        Amount of
 securities to     to be     offering price       offering       registration
 be registered   registered   per share (1)       price (1)          fee
------------------------------------------------------------------------------
Common Stock,    2,000,000
$.01 par value     shares        $18.25          $36,500,000       $12,590
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of the registration fee pursuant to
     Rule 457(h)(1) based on the average of the high and low sales prices per
     share of the Registrant's Common Stock on January 4, 1996, as reported on
     the Nasdaq National Market.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DIGI INTERNATIONAL INC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, previously filed (File No. 1-17972) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated in this Registration Statement by reference and
made a part hereof:

          (1)  The latest Annual Report on Form 10-K of Digi International Inc.
               (the "Company") filed pursuant to Section 13 of the Exchange Act.

          (2)  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 referred to in (1) above.

          (3)  The description of the Company's Common Stock which is contained
               in the Registration Statement filed under the Exchange Act and
               all amendments and reports filed for the purpose of updating such
               description.

          All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.

          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 incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any 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.

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Delaware General Corporation Law and Article V of the By-Laws of
the Company provide for broad indemnification of directors and officers of the
Company.

          The Company also maintains a director and officer insurance policy
which insures the Company and its directors and officers against damages,
judgments, settlements and costs incurred by reason of certain acts of such
persons in their capacities as directors and officers.

                                     II-1
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

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

     4.01           Restated Certificate of Incorporation of the Company.*

     4.02           Amended and Restated By-Laws of the Company.**

     4.03           Digi International Inc. Stock Option Plan.

     4.04           Form of Non-Statutory Stock Option Agreement.

     5              Opinion of Faegre & Benson Professional Limited Liability
                    Partnership as to the legality of the shares being
                    registered.

     23.01          Consent of Faegre & Benson Professional Limited Liability
                    Partnership is contained in its opinion filed as Exhibit 5
                    to this Registration Statement.

     23.02          Consent of Coopers & Lybrand L.L.P., independent
                    accountants, to the incorporation by reference in this
                    Registration Statement of their report dated November 15,
                    1995 appearing on page 31 of the Company's Annual Report,
                    which is incorporated by reference in the Company's Annual
                    Report on Form 10-K for the year ended September 30, 1995.

     24             Powers of Attorney authorizing John P. Schinas and Ervin F.
                    Kamm, Jr. to sign this Registration Statement on behalf of
                    the directors and certain officers of the Company.

*    Incorporated by reference to Exhibit 3(a) to the Company's Registration
     Statement on Form S-1 (File No. 33-30725).
**   Incorporated by reference to Exhibit 3(b) to the Company's Registration
     Statement on Form S-1 (File No. 33-42384).

ITEM 9.   UNDERTAKINGS.

     A.   The Company 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.  Notwithstanding the foregoing, any
          increase or decrease in the 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

                                     II-2
Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a twenty percent change in the maximum
          aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective Registration Statement; and

               (iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) 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
periodic reports filed by the Company 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 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 herein, 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 City of Minneapolis, State of Minnesota, on January 5, 1996.

                              DIGI INTERNATIONAL INC.

                              By  /s/ Ervin F. Kamm, Jr.
                                  -------------------------------------------
                                  Ervin F. Kamm, Jr.
                                  President and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 5, 1996 by the following
persons in the capacities and on the date indicated.

Signature                     Capacity
---------                     --------

/s/ Ervin F. Kamm, Jr.
-------------------------     President and Chief Executive Officer
Ervin F. Kamm, Jr.            (Principal Executive Officer)

/s/ Gerald A. Wall            Vice President, Chief Financial Officer and
-------------------------     Treasurer (Principal Financial and Accounting
Gerald A. Wall                Officer)

Willis K. Drake*              Director       )
Richard E. Eichhorn*          Director       )
Ervin F. Kamm, Jr.*           Director       )
Mykola Moroz*                 Director       )    A majority of the
Richard E. Offerdahl*         Director       )    Board of Directors
John P. Schinas*              Director       )
David Stanley*                Director       )

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

*By /s/ Ervin F. Kamm, Jr.
    ------------------------------------------
         Ervin F. Kamm, Jr.
         For Himself and As
         Attorney-in-Fact

M1:0059194.01

                                     II-4
INDEX TO EXHIBITS

                                                                    Method
Exhibit                   Description                              of Filing
-------                   -----------                              ---------

4.01      Restated Certificate of Incorporation of the Company

4.02      Amended and Restated By-Laws of the Company

                                                                   Electronic
4.03      Digi International Inc. Stock Option Plan............... Transmission

                                                                   Electronic
4.04      Form of Non-Statutory Stock Option Agreement............ Transmission

5         Opinion of Faegre & Benson Professional
          Limited Liability Partnership as to the legality         Electronic
          of the shares being registered.......................... Transmission

23.01     Consent of Faegre & Benson Professional
          Limited Liability Partnership is contained in its
          opinion filed as Exhibit 5 to this Registration
          Statement

23.02     Consent of Coopers & Lybrand L.L.P., independent
          accountants, to the incorporation by reference
          in this Registration Statement of their report
          dated November 15, 1995 appearing on page 31 of the
          Company's Annual Report, which is incorporated by
          reference in the Company's Annual Report on Form 10-K    Electronic
          for the year ended September 30, 1995................... Transmission

24        Powers of Attorney authorizing John P. Schinas and
          Ervin F. Kamm, Jr. to sign this Registration
          Statement on behalf of the directors and certain         Electronic
          officers of the Company................................. Transmission

M1:0059194.01

                                    II-5