<PAGE>

                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                  WESTERN ATLAS INC.
                  (Exact name of issuer as specified in its charter)

           DELAWARE                                             95-3899675      
  (State or other jurisdiction                               (I.R.S. Employer   
of incorporation or organization)                         Identification Number)


                               360 NORTH CRESCENT DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210-4867
             (Address of Principal Executive Offices including Zip Code)

                            ------------------------------
                 WESTERN ATLAS INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                               (Full Title of the Plan)
                            ------------------------------

                                  NORMAN L. ROBERTS
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                  WESTERN ATLAS INC.
                               360 NORTH CRESCENT DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210-4867
                       (Name and address of agent for service)
                                    (310) 888-2700
            (Telephone number, including area code, of agent for service)

                            -----------------------------
                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
TITLE OF SECURITIES     AMOUNT TO BE    OFFERING PRICE        AGGREGATE           AMOUNT OF 
 TO BE REGISTERED       REGISTERED (1)   PER SHARE (2)      OFFERING PRICE (2)  REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
<S>                     <C>             <C>                 <C>                 <C>
Common Stock,
 $1 par value            2,500,000        $48.07815          $120,195,312.50      $41,446.66

- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition to this amount, such indeterminate amount of additional
    shares as may become issuable pursuant to the anti-dilution provisions of
    the Plan.  The amount to be registered represents the registrant's estimate
    of the maximum number of shares which are or will become available for
    issuance under the terms of the Plan from the date of filing of this
    Registration Statement through December 31, 2006.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) and Rule 457(c) on the basis of 85% of the average
    of the high and low prices for the Registrant's Common Stock on the New
    York Stock Exchange on June 24, 1996, estimated to be the maximum offering
    price under the Plan.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<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 and the Note to Part I of Form
       S-8.
       
                                       PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
       
ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
       
       The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement:
       
       (1)  Registrant's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1995.
       
       (2)  Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
       ended March 31, 1996.
       
       (3)  The description of the Registrant's Common Stock contained in the
       Registrant's Registration Statement on Form 10 filed with the Commission
       pursuant to the Exchange Act on October 12, 1993, as amended on December
       13, 1993, January 19, 1994, February 9, 1994, and March 2, 1994.
       
       All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement 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 in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant under such Sections of
the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.

       Any statement contained in an Incorporated Document 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 other subsequently filed
Incorporated Document 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.


                                          2

<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Registrant by Norman L. Roberts, Senior
Vice President and General Counsel of the Registrant, 360 North Crescent Drive,
Beverly Hills, California 90210.  Mr. Roberts owns no shares of Common Stock of
the Registrant but holds options to purchase 62,000 of such shares.

        The consolidated balance sheet of the Registrant as of December 31,
1995, and 1994, and the related consolidated and combined statements of
operations and cash flows for fiscal years ended December 31, 1995, and 1994,
five months ended December 31, 1993, and year ended July 31, 1993, which have
been incorporated in this Registration Statement on Form S-8 by reference, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report dated February 13, 1996, which is also incorporated herein, and has been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Reference is made to Article SIXTH, Section 2, of the Restated
Certificate of Incorporation of the Registrant, as amended, and to Section 145
of the General Corporation Law of the State of Delaware as set forth below.
       
       Article SIXTH, Section 2, of the Restated Certificate of Incorporation
of the Registrant, as amended, provides as follows:

       "Section 2  INDEMNIFICATION AND INSURANCE
       
              "(a)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
       party or is threatened to be made a party to or is involved in any
       action, suit or proceeding, whether civil, criminal, administrative or
       investigative (hereinafter a "proceeding"), by reason of the fact that
       he or she, or a person of whom he or she is the legal representative, is
       or was a director or officer of the Corporation or is or was serving at
       the request of the Corporation as a director, officer, employee or agent
       of another corporation or of a partnership, joint venture, trust or
       other enterprise, including service with respect to employee benefit
       plans maintained or sponsored by the Corporation, whether the basis of
       such proceeding is alleged action in an official capacity as a director,
       officer, employee or agent or in any other capacity while serving as a
       director, officer, employee or agent, shall be indemnified and held
       harmless by the Corporation to the fullest extent authorized by the
       Delaware General Corporation Law, as the same exists or may hereafter be
       amended (but, in the case of any such amendment, only to the extent that
       such amendment permits the Corporation to provide broader
       indemnification rights than said Law permitted the Corporation to
       provide prior to such amendment), against all expense, liability and
       loss (including attorneys' fees, judgments, fines, excise taxes pursuant
       to the Employee Retirement Income Security Act of 1974 or penalties and
       amounts paid or to be paid in settlement) reasonably incurred or
       suffered by such person in connection therewith and such indemnification
       shall continue as to a person who has ceased to be a director, officer,
       employee or agent and shall inure to the benefit of his or her heirs,
       executors and administrators; provided, however, that, except as
       provided in paragraph (b) hereof, the Corporation shall indemnify any
       such person seeking indemnification in connection with a


                                          3

<PAGE>

       proceeding (or part thereof) initiated by such person only if such
       proceeding (or part thereof) was authorized by the Board of Directors of
       the Corporation.  The right to indemnification conferred in this Section
       shall be a contract right and shall include the right to be paid by the
       Corporation the expenses incurred in defending any such proceeding in
       advance of its final disposition; provided, however, that, if the
       Delaware General Corporation Law requires, the payment of such expenses
       incurred by a director or officer in his or her capacity as a director
       or officer (and not in any other capacity in which service was or is
       rendered by such person while a director or officer, including, without
       limitation, service to an employee benefit plan) in advance of the final
       disposition of a proceeding, shall be made only upon delivery to the
       Corporation of an undertaking, by or on behalf of such director or
       officer, to repay all amounts so advanced if it shall ultimately be
       determined that such director or officer is not entitled to be
       indemnified under this Section or otherwise. The Corporation may, by
       action of its Board of Directors, provide indemnification to employees
       and agents of the Corporation with the same scope and effect as the
       foregoing indemnification of directors and officers.
              
              "(b)  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under
       paragraph (a) of this Section is not paid in full by the Corporation
       within thirty days after a written claim has been received by the
       Corporation, the claimant may at any time thereafter bring suit against
       the Corporation to recover the unpaid amount of the claim and, if
       successful in whole or in part, the claimant shall be entitled to be
       paid also the expense of prosecuting such claim.  It shall be a defense
       to any such action (other than an action brought to enforce a claim for
       expenses incurred in defending any proceeding in advance of its final
       disposition where the required undertaking, if any is required, has been
       tendered to the Corporation) that the claimant has not met the standard
       of conduct which makes it permissible under the Delaware General
       Corporation Law for the Corporation to indemnify the claimant for the
       amount claimed, but the burden of proving such defense shall be on the
       Corporation. Neither the failure of the Corporation (including its Board
       of Directors, independent legal counsel, or its stockholders) to have
       made a determination prior to the commencement of such action that
       indemnification of the claimant is proper in the circumstances because
       he or she has met the applicable standard of conduct set forth in the
       Delaware General Corporation Law, nor an actual determination by the
       Corporation (including its Board of Directors, independent legal
       counsel, or its stockholders) that the claimant has not met such
       applicable standard of conduct, shall be a defense to the action or
       create a presumption that the claimant has not met the applicable
       standard of conduct.
              
              "(c)  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification
       and the payment of expenses incurred in defending a proceeding in
       advance of its final disposition conferred in this Section shall not be
       exclusive of any other right which any person may have or hereafter
       acquire under any statute, provision of this Restated Certificate of
       Incorporation, by-law, agreement, vote of stockholders or disinterested
       directors or otherwise.

              "(d)  INSURANCE.  The Corporation may maintain insurance, at its
       expense, to protect itself and any director, officer, employee or agent
       of the Corporation or any person serving at the request of the
       Corporation as a director, officer, employee or agent of another
       corporation or of a partnership, joint venture, trust or other
       enterprise, including service with respect to employee benefit plans
       maintained or sponsored by the Corporation, against any such expense,
       liability or loss, whether or not the Corporation would have the power
       to indemnify such person against such expense, liability or loss under
       the Delaware General Corporation Law."
              
Section 145 of the General Corporation Law of Delaware provides as follows:


                                          4

<PAGE>

              "145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
       AGENTS; INSURANCE

              "(a)  A corporation may indemnify any person who was or is a
       party or is threatened to be made a party to any threatened, pending or
       completed action, suit or proceeding, whether civil, criminal,
       administrative or investigative (other than an action by or in the right
       of the corporation) by reason of the fact that he is or was a director,
       officer, employee or agent of the corporation, or is or was serving at
       the request of the corporation as a director, officer, employee or agent
       of another corporation, partnership, joint venture, trust or other
       enterprise, against expenses (including attorneys' fees), judgments,
       fines and amounts paid in settlement actually and reasonably incurred by
       him in connection with such action, suit or proceeding if he acted in
       good faith and in a manner he reasonably believed to be in or not
       opposed to the best interests of the corporation, and, with respect to
       any criminal action or proceeding, had no reasonable cause to believe
       his conduct was unlawful.  The termination of any action, suit or
       proceeding by judgment, order, settlement, conviction, or upon a plea of
       nolo contendere or its equivalent, shall not, of itself, create a
       presumption that the person did not act in good faith and in a manner
       which he reasonably believed to be in or not opposed to the best
       interests of the corporation, and, with respect to any criminal action
       or proceeding, had reasonable cause to believe that his conduct was
       unlawful.

              "(b)  A corporation may indemnify any person who was or is a
       party or is threatened to be made a party to any threatened, pending or
       completed action or suit by or in the right of the corporation to
       procure a judgment in its favor by reason of the fact that he is or was
       a director, officer, employee or agent of the corporation, or is or was
       serving at the request of the corporation as a director, officer,
       employee or agent of another corporation, partnership, joint venture,
       trust or other enterprise against expenses (including attorneys' fees)
       actually and reasonably incurred by him in connection with the defense
       or settlement of such action or suit if he acted in good faith and in a
       manner he reasonably believed to be in or not opposed to the best
       interests of the corporation and except that no indemnification shall be
       made in respect of any claim, issue or matter as to which such person
       shall have been adjudged to be liable to the corporation unless and only
       to the extent that the Court of Chancery or the court in which such
       action or suit was brought shall determine upon application that,
       despite the adjudication of liability but in view of all the
       circumstances of the case, such person is fairly and reasonably entitled
       to indemnity for such expenses which the Court of Chancery or such other
       court shall deem proper.

              "(c)  To the extent that a director, officer, employee or agent
       of a corporation has been successful on the merits or otherwise in
       defense of any action, suit or proceeding referred to in subsections (a)
       and (b) of this section, or in defense of any claim, issue or matter
       therein, he shall be indemnified against expenses (including attorneys'
       fees) actually and reasonably incurred by him in connection therewith.

              "(d)  Any indemnification under subsections (a) and (b) of this
       section (unless ordered by a court) shall be made by the corporation
       only as authorized in the specific case upon a determination that
       indemnification of the director, officer, employee or agent is proper in
       the circumstances because he has met the applicable standard of conduct
       set forth in subsections (a) and (b) of this section.  Such
       determination shall be made (1) by a majority vote of the directors who
       are not parties to such action, suit or proceeding, even though less
       than a quorum, or (2) if there are no such directors, or if such
       directors so direct, by independent legal counsel in a written opinion,
       or (3) by the stockholders.


                                          5

<PAGE>

              "(e)  Expenses (including attorneys' fees) incurred by an officer
       or director in defending any civil, criminal, administrative or
       investigative action, suit or proceeding may be paid by the corporation
       in advance of the final disposition of such action, suit or proceeding
       upon receipt of an undertaking by or on behalf of such director or
       officer to repay such amount if it shall ultimately be determined that
       he is not entitled to be indemnified by the corporation as authorized in
       this section.  Such expenses (including attorneys' fees) incurred by
       other employees and agents may be so paid upon such terms and
       conditions, if any, as the board of directors deems appropriate.

              "(f)  The indemnification and advancement of expenses provided
       by, or granted pursuant to, the other subsections of this section shall
       not be deemed exclusive of any other rights to which those seeking
       indemnification or advancement of expenses may be entitled under any
       bylaw, agreement, vote of stockholders or disinterested directors or
       otherwise, both as to action in his official capacity and as to action
       in another capacity while holding such office.

              "(g)  A corporation shall have power to purchase and maintain
       insurance on behalf of any person who is or was a director, officer,
       employee or agent of the corporation, or is or was serving at the
       request of the corporation as a director, officer, employee or agent of
       another corporation, partnership, joint venture, trust or other
       enterprise against any liability asserted against him and incurred by
       him in any such capacity, or arising out of his status as such, whether
       or not the corporation would have the power to indemnify him against
       such liability under this section.

              "(h)  For purposes of this section, references to "the
       corporation" shall include, in addition to the resulting corporation,
       any constituent corporation (including any constituent of a constituent)
       absorbed in a consolidation or merger which, if its separate existence
       had continued, would have had power and authority to indemnify its
       directors, officers, and employees or agents, so that any person who is
       or was a director, officer, employee or agent of such constituent
       corporation, or is or was serving at the request of such constituent
       corporation as a director, officer, employee or agent of another
       corporation, partnership, joint venture, trust or other enterprise,
       shall stand in the same position under this section with respect to the
       resulting or surviving corporation as he would have with respect to such
       constituent corporation if its separate existence had continued.

              "(i)  For purposes of this section, references to "other
       enterprises" shall include employee benefit plans; references to "fines"
       shall include any excise taxes assessed on a person with respect to any
       employee benefit plan; and references to "serving at the request of the
       corporation" shall include any service as a director, officer, employee
       or agent of the corporation which imposes duties on, or involves
       services by, such director, officer, employee or agent with respect to
       an employee benefit plan, its participants or beneficiaries; and a
       person who acted in good faith and in a manner he reasonably believed to
       be in the interest of the participants and beneficiaries of an employee
       benefit plan shall be deemed to have acted in a manner "not opposed to
       the best interests of the corporation" as referred to in this section.
                   
              "(j)  The indemnification and advancement of expenses provided
       by, or granted pursuant to, this section shall, unless otherwise
       provided when authorized or ratified, continue as to a person who has
       ceased to be a director, officer, employee or agent and shall inure to
       the benefit of the heirs, executors and administrators of such a person.

              "(k)  The Court of Chancery is hereby vested with exclusive
       jurisdiction to hear and determine all actions for advancement of
       expenses or indemnification brought under this section or under any
       bylaw, agreement, vote of stockholders or disinterested directors, or
       otherwise.  The


                                          6

<PAGE>

       Court of Chancery may summarily determine a corporation's obligation to
       advance expenses (including attorneys' fees).

       The Registrant provides and maintains insurance covering certain
liabilities (within certain limits) of directors and officers and providing for
reimbursement for amounts paid by the Registrant as indemnification to directors
and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8. EXHIBITS

Exhibit 
Number                        Description
- -------                       -----------

5             Opinion of the Registrant's General Counsel as to the legality of
              securities offered under the Western Atlas Inc. 1996 Employee 
              Stock Purchase Plan.

10            Western Atlas Inc. 1996 Employee Stock Purchase Plan.

23(a)         Independent Auditors' Consent, Deloitte & Touche LLP.

23(b)         Consent of Counsel (contained in the opinion of the Registrant's 
              General Counsel, Exhibit 5 hereto).
              
24            Power of Attorney of Directors and Certain Officers.

ITEM 9. UNDERTAKINGS

       (1) The undersigned registrant hereby undertakes:

              (a)  to file, during any period in which offers or sales are
       being made, a post-effective amendment to this registration statement:

                   (i)  to include any prospectus required by Section 10(a)(3)
              of the Securities Act of 1933;


                   (ii)  to reflect in the prospectus any facts or events
              arising after the effective date of the registration statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the registration statement. 
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) if, in the aggregate,
              the changes in volume and price represent no more than a 20%
              change in the maximum aggregate offering price set forth in the
              "Calculation of Registration Fee" table in the effective
              registration statement; and


                                          7

<PAGE>

                   (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 (1)(a)(i) and (1)(a)(ii) do not apply
       if the registration statement is on Form S-3, Form S-8 or Form F-3 and
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by, or furnished
       to the Commission by, the registrant pursuant to Section 13 or Section
       15(d) of the Securities Exchange Act of 1934 that are incorporated by
       reference in the registration statement;

              (b)  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; and

              (c)  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.

       (2)  The undersigned registrant hereby undertakes that, for the purpose
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.

       (3)  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.


                                          8

<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 City of Beverly Hills, State of California, on the 25th day
of June, 1996.



                                       WESTERN ATLAS INC.



                                            BY:      ALTON J. BRANN*
                                                ------------------------------
                                                 ALTON J. BRANN
                                                 CHAIRMAN OF THE BOARD AND
                                                 CHIEF EXECUTIVE OFFICER










     /s/  VIRGINIA S. YOUNG
- ---------------------------------------
*By Virginia S. Young, Attorney-in-Fact


                                         S-1

<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 indicated and on the 25th day of June, 1996.

SIGNATURES:                          TITLE:
- ----------                           -----

PRINCIPAL EXECUTIVE OFFICER: 
                                     CHAIRMAN OF THE BOARD AND
    ALTON J. BRANN*                  CHIEF EXECUTIVE OFFICER; DIRECTOR
- ------------------------------
ALTON J. BRANN


PRINCIPAL FINANCIAL OFFICER  
                                     VICE CHAIRMAN AND
    JOSEPH T. CASEY*                 CHIEF FINANCIAL OFFICER; DIRECTOR
- ------------------------------
JOSEPH T. CASEY


PRINCIPAL ACCOUNTING OFFICER 

    CHARLES A. CUSUMANO*             VICE PRESIDENT AND CONTROLLER
- ------------------------------
CHARLES A. CUSUMANO


    PAUL BANCROFT, III*              DIRECTOR
- ------------------------------
PAUL BANCROFT, III


    WILLIAM C. EDWARDS*              DIRECTOR
- ------------------------------
WILLIAM C. EDWARDS


    CLAIRE W. GARGALLI*              DIRECTOR
- ------------------------------
CLAIRE W. GARGALLI


    ORION L. HOCH*                   DIRECTOR
- ------------------------------
ORION L. HOCH


    STEVEN B. SAMPLE*                DIRECTOR
- ------------------------------
STEVEN B. SAMPLE



   /s/ VIRGINIA S. YOUNG
- ---------------------------------------
*By Virginia S. Young, Attorney-in-Fact



                                       S-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 33197}]
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REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                  WESTERN ATLAS INC.
                  (Exact name of issuer as specified in its charter)

           DELAWARE                                             95-3899675      
  (State or other jurisdiction                               (I.R.S. Employer   
of incorporation or organization)                         Identification Number)

                               360 NORTH CRESCENT DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210-4867
             (Address of Principal Executive Offices including Zip Code)

                            ------------------------------
                 WESTERN ATLAS INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                               (Full Title of the Plan)
                            ------------------------------

                                  NORMAN L. ROBERTS
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                  WESTERN ATLAS INC.
                               360 NORTH CRESCENT DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210-4867
                       (Name and address of agent for service)
                                    (310) 888-2700
            (Telephone number, including area code, of agent for service)

                            -----------------------------
                           CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
TITLE OF SECURITIES     AMOUNT TO BE    OFFERING PRICE        AGGREGATE           AMOUNT OF 
 TO BE REGISTERED       REGISTERED (1)   PER SHARE (2)      OFFERING PRICE (2)  REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
Common Stock,
 $1 par value            2,500,000        $48.07815          $120,195,312.50      $41,446.66

- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
(1) In addition to this amount, such indeterminate amount of additional
    shares as may become issuable pursuant to the anti-dilution provisions of
    the Plan.  The amount to be registered represents the registrant's estimate
    of the maximum number of shares which are or will become available for
    issuance under the terms of the Plan from the date of filing of this
    Registration Statement through December 31, 2006.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) and Rule 457(c) on the basis of 85% of the average
    of the high and low prices for the Registrant's Common Stock on the New
    York Stock Exchange on June 24, 1996, estimated to be the maximum offering
    price under the Plan.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 and the Note to Part I of Form
       S-8.
       
                                       PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
       
ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
       
       The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement:
       
       (1)  Registrant's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1995.
       
       (2)  Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
       ended March 31, 1996.
       
       (3)  The description of the Registrant's Common Stock contained in the
       Registrant's Registration Statement on Form 10 filed with the Commission
       pursuant to the Exchange Act on October 12, 1993, as amended on December
       13, 1993, January 19, 1994, February 9, 1994, and March 2, 1994.
       
       All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement 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 in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant under such Sections of
the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.

       Any statement contained in an Incorporated Document 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 other subsequently filed
Incorporated Document 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.

                                          2
ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Registrant by Norman L. Roberts, Senior
Vice President and General Counsel of the Registrant, 360 North Crescent Drive,
Beverly Hills, California 90210.  Mr. Roberts owns no shares of Common Stock of
the Registrant but holds options to purchase 62,000 of such shares.

        The consolidated balance sheet of the Registrant as of December 31,
1995, and 1994, and the related consolidated and combined statements of
operations and cash flows for fiscal years ended December 31, 1995, and 1994,
five months ended December 31, 1993, and year ended July 31, 1993, which have
been incorporated in this Registration Statement on Form S-8 by reference, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report dated February 13, 1996, which is also incorporated herein, and has been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Reference is made to Article SIXTH, Section 2, of the Restated
Certificate of Incorporation of the Registrant, as amended, and to Section 145
of the General Corporation Law of the State of Delaware as set forth below.
       
       Article SIXTH, Section 2, of the Restated Certificate of Incorporation
of the Registrant, as amended, provides as follows:

       "Section 2  INDEMNIFICATION AND INSURANCE
       
              "(a)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
       party or is threatened to be made a party to or is involved in any
       action, suit or proceeding, whether civil, criminal, administrative or
       investigative (hereinafter a "proceeding"), by reason of the fact that
       he or she, or a person of whom he or she is the legal representative, is
       or was a director or officer of the Corporation or is or was serving at
       the request of the Corporation as a director, officer, employee or agent
       of another corporation or of a partnership, joint venture, trust or
       other enterprise, including service with respect to employee benefit
       plans maintained or sponsored by the Corporation, whether the basis of
       such proceeding is alleged action in an official capacity as a director,
       officer, employee or agent or in any other capacity while serving as a
       director, officer, employee or agent, shall be indemnified and held
       harmless by the Corporation to the fullest extent authorized by the
       Delaware General Corporation Law, as the same exists or may hereafter be
       amended (but, in the case of any such amendment, only to the extent that
       such amendment permits the Corporation to provide broader
       indemnification rights than said Law permitted the Corporation to
       provide prior to such amendment), against all expense, liability and
       loss (including attorneys' fees, judgments, fines, excise taxes pursuant
       to the Employee Retirement Income Security Act of 1974 or penalties and
       amounts paid or to be paid in settlement) reasonably incurred or
       suffered by such person in connection therewith and such indemnification
       shall continue as to a person who has ceased to be a director, officer,
       employee or agent and shall inure to the benefit of his or her heirs,
       executors and administrators; provided, however, that, except as
       provided in paragraph (b) hereof, the Corporation shall indemnify any
       such person seeking indemnification in connection with a

                                          3
proceeding (or part thereof) initiated by such person only if such
       proceeding (or part thereof) was authorized by the Board of Directors of
       the Corporation.  The right to indemnification conferred in this Section
       shall be a contract right and shall include the right to be paid by the
       Corporation the expenses incurred in defending any such proceeding in
       advance of its final disposition; provided, however, that, if the
       Delaware General Corporation Law requires, the payment of such expenses
       incurred by a director or officer in his or her capacity as a director
       or officer (and not in any other capacity in which service was or is
       rendered by such person while a director or officer, including, without
       limitation, service to an employee benefit plan) in advance of the final
       disposition of a proceeding, shall be made only upon delivery to the
       Corporation of an undertaking, by or on behalf of such director or
       officer, to repay all amounts so advanced if it shall ultimately be
       determined that such director or officer is not entitled to be
       indemnified under this Section or otherwise. The Corporation may, by
       action of its Board of Directors, provide indemnification to employees
       and agents of the Corporation with the same scope and effect as the
       foregoing indemnification of directors and officers.
              
              "(b)  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under
       paragraph (a) of this Section is not paid in full by the Corporation
       within thirty days after a written claim has been received by the
       Corporation, the claimant may at any time thereafter bring suit against
       the Corporation to recover the unpaid amount of the claim and, if
       successful in whole or in part, the claimant shall be entitled to be
       paid also the expense of prosecuting such claim.  It shall be a defense
       to any such action (other than an action brought to enforce a claim for
       expenses incurred in defending any proceeding in advance of its final
       disposition where the required undertaking, if any is required, has been
       tendered to the Corporation) that the claimant has not met the standard
       of conduct which makes it permissible under the Delaware General
       Corporation Law for the Corporation to indemnify the claimant for the
       amount claimed, but the burden of proving such defense shall be on the
       Corporation. Neither the failure of the Corporation (including its Board
       of Directors, independent legal counsel, or its stockholders) to have
       made a determination prior to the commencement of such action that
       indemnification of the claimant is proper in the circumstances because
       he or she has met the applicable standard of conduct set forth in the
       Delaware General Corporation Law, nor an actual determination by the
       Corporation (including its Board of Directors, independent legal
       counsel, or its stockholders) that the claimant has not met such
       applicable standard of conduct, shall be a defense to the action or
       create a presumption that the claimant has not met the applicable
       standard of conduct.
              
              "(c)  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification
       and the payment of expenses incurred in defending a proceeding in
       advance of its final disposition conferred in this Section shall not be
       exclusive of any other right which any person may have or hereafter
       acquire under any statute, provision of this Restated Certificate of
       Incorporation, by-law, agreement, vote of stockholders or disinterested
       directors or otherwise.

              "(d)  INSURANCE.  The Corporation may maintain insurance, at its
       expense, to protect itself and any director, officer, employee or agent
       of the Corporation or any person serving at the request of the
       Corporation as a director, officer, employee or agent of another
       corporation or of a partnership, joint venture, trust or other
       enterprise, including service with respect to employee benefit plans
       maintained or sponsored by the Corporation, against any such expense,
       liability or loss, whether or not the Corporation would have the power
       to indemnify such person against such expense, liability or loss under
       the Delaware General Corporation Law."
              
Section 145 of the General Corporation Law of Delaware provides as follows:

                                          4
"145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
       AGENTS; INSURANCE

              "(a)  A corporation may indemnify any person who was or is a
       party or is threatened to be made a party to any threatened, pending or
       completed action, suit or proceeding, whether civil, criminal,
       administrative or investigative (other than an action by or in the right
       of the corporation) by reason of the fact that he is or was a director,
       officer, employee or agent of the corporation, or is or was serving at
       the request of the corporation as a director, officer, employee or agent
       of another corporation, partnership, joint venture, trust or other
       enterprise, against expenses (including attorneys' fees), judgments,
       fines and amounts paid in settlement actually and reasonably incurred by
       him in connection with such action, suit or proceeding if he acted in
       good faith and in a manner he reasonably believed to be in or not
       opposed to the best interests of the corporation, and, with respect to
       any criminal action or proceeding, had no reasonable cause to believe
       his conduct was unlawful.  The termination of any action, suit or
       proceeding by judgment, order, settlement, conviction, or upon a plea of
       nolo contendere or its equivalent, shall not, of itself, create a
       presumption that the person did not act in good faith and in a manner
       which he reasonably believed to be in or not opposed to the best
       interests of the corporation, and, with respect to any criminal action
       or proceeding, had reasonable cause to believe that his conduct was
       unlawful.

              "(b)  A corporation may indemnify any person who was or is a
       party or is threatened to be made a party to any threatened, pending or
       completed action or suit by or in the right of the corporation to
       procure a judgment in its favor by reason of the fact that he is or was
       a director, officer, employee or agent of the corporation, or is or was
       serving at the request of the corporation as a director, officer,
       employee or agent of another corporation, partnership, joint venture,
       trust or other enterprise against expenses (including attorneys' fees)
       actually and reasonably incurred by him in connection with the defense
       or settlement of such action or suit if he acted in good faith and in a
       manner he reasonably believed to be in or not opposed to the best
       interests of the corporation and except that no indemnification shall be
       made in respect of any claim, issue or matter as to which such person
       shall have been adjudged to be liable to the corporation unless and only
       to the extent that the Court of Chancery or the court in which such
       action or suit was brought shall determine upon application that,
       despite the adjudication of liability but in view of all the
       circumstances of the case, such person is fairly and reasonably entitled
       to indemnity for such expenses which the Court of Chancery or such other
       court shall deem proper.

              "(c)  To the extent that a director, officer, employee or agent
       of a corporation has been successful on the merits or otherwise in
       defense of any action, suit or proceeding referred to in subsections (a)
       and (b) of this section, or in defense of any claim, issue or matter
       therein, he shall be indemnified against expenses (including attorneys'
       fees) actually and reasonably incurred by him in connection therewith.

              "(d)  Any indemnification under subsections (a) and (b) of this
       section (unless ordered by a court) shall be made by the corporation
       only as authorized in the specific case upon a determination that
       indemnification of the director, officer, employee or agent is proper in
       the circumstances because he has met the applicable standard of conduct
       set forth in subsections (a) and (b) of this section.  Such
       determination shall be made (1) by a majority vote of the directors who
       are not parties to such action, suit or proceeding, even though less
       than a quorum, or (2) if there are no such directors, or if such
       directors so direct, by independent legal counsel in a written opinion,
       or (3) by the stockholders.

                                          5
"(e)  Expenses (including attorneys' fees) incurred by an officer
       or director in defending any civil, criminal, administrative or
       investigative action, suit or proceeding may be paid by the corporation
       in advance of the final disposition of such action, suit or proceeding
       upon receipt of an undertaking by or on behalf of such director or
       officer to repay such amount if it shall ultimately be determined that
       he is not entitled to be indemnified by the corporation as authorized in
       this section.  Such expenses (including attorneys' fees) incurred by
       other employees and agents may be so paid upon such terms and
       conditions, if any, as the board of directors deems appropriate.

              "(f)  The indemnification and advancement of expenses provided
       by, or granted pursuant to, the other subsections of this section shall
       not be deemed exclusive of any other rights to which those seeking
       indemnification or advancement of expenses may be entitled under any
       bylaw, agreement, vote of stockholders or disinterested directors or
       otherwise, both as to action in his official capacity and as to action
       in another capacity while holding such office.

              "(g)  A corporation shall have power to purchase and maintain
       insurance on behalf of any person who is or was a director, officer,
       employee or agent of the corporation, or is or was serving at the
       request of the corporation as a director, officer, employee or agent of
       another corporation, partnership, joint venture, trust or other
       enterprise against any liability asserted against him and incurred by
       him in any such capacity, or arising out of his status as such, whether
       or not the corporation would have the power to indemnify him against
       such liability under this section.

              "(h)  For purposes of this section, references to "the
       corporation" shall include, in addition to the resulting corporation,
       any constituent corporation (including any constituent of a constituent)
       absorbed in a consolidation or merger which, if its separate existence
       had continued, would have had power and authority to indemnify its
       directors, officers, and employees or agents, so that any person who is
       or was a director, officer, employee or agent of such constituent
       corporation, or is or was serving at the request of such constituent
       corporation as a director, officer, employee or agent of another
       corporation, partnership, joint venture, trust or other enterprise,
       shall stand in the same position under this section with respect to the
       resulting or surviving corporation as he would have with respect to such
       constituent corporation if its separate existence had continued.

              "(i)  For purposes of this section, references to "other
       enterprises" shall include employee benefit plans; references to "fines"
       shall include any excise taxes assessed on a person with respect to any
       employee benefit plan; and references to "serving at the request of the
       corporation" shall include any service as a director, officer, employee
       or agent of the corporation which imposes duties on, or involves
       services by, such director, officer, employee or agent with respect to
       an employee benefit plan, its participants or beneficiaries; and a
       person who acted in good faith and in a manner he reasonably believed to
       be in the interest of the participants and beneficiaries of an employee
       benefit plan shall be deemed to have acted in a manner "not opposed to
       the best interests of the corporation" as referred to in this section.
                   
              "(j)  The indemnification and advancement of expenses provided
       by, or granted pursuant to, this section shall, unless otherwise
       provided when authorized or ratified, continue as to a person who has
       ceased to be a director, officer, employee or agent and shall inure to
       the benefit of the heirs, executors and administrators of such a person.

              "(k)  The Court of Chancery is hereby vested with exclusive
       jurisdiction to hear and determine all actions for advancement of
       expenses or indemnification brought under this section or under any
       bylaw, agreement, vote of stockholders or disinterested directors, or
       otherwise.  The

                                          6
Court of Chancery may summarily determine a corporation's obligation to
       advance expenses (including attorneys' fees).

       The Registrant provides and maintains insurance covering certain
liabilities (within certain limits) of directors and officers and providing for
reimbursement for amounts paid by the Registrant as indemnification to directors
and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8. EXHIBITS

Exhibit 
Number                        Description
- -------                       -----------

5             Opinion of the Registrant's General Counsel as to the legality of
              securities offered under the Western Atlas Inc. 1996 Employee 
              Stock Purchase Plan.

10            Western Atlas Inc. 1996 Employee Stock Purchase Plan.

23(a)         Independent Auditors' Consent, Deloitte & Touche LLP.

23(b)         Consent of Counsel (contained in the opinion of the Registrant's 
              General Counsel, Exhibit 5 hereto).
              
24            Power of Attorney of Directors and Certain Officers.

ITEM 9. UNDERTAKINGS

       (1) The undersigned registrant hereby undertakes:

              (a)  to file, during any period in which offers or sales are
       being made, a post-effective amendment to this registration statement:

                   (i)  to include any prospectus required by Section 10(a)(3)
              of the Securities Act of 1933;

                   (ii)  to reflect in the prospectus any facts or events
              arising after the effective date of the registration statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the registration statement. 
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) if, in the aggregate,
              the changes in volume and price represent no more than a 20%
              change in the maximum aggregate offering price set forth in the
              "Calculation of Registration Fee" table in the effective
              registration statement; and

                                          7
(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 (1)(a)(i) and (1)(a)(ii) do not apply
       if the registration statement is on Form S-3, Form S-8 or Form F-3 and
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by, or furnished
       to the Commission by, the registrant pursuant to Section 13 or Section
       15(d) of the Securities Exchange Act of 1934 that are incorporated by
       reference in the registration statement;

              (b)  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; and

              (c)  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.

       (2)  The undersigned registrant hereby undertakes that, for the purpose
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.

       (3)  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.

                                          8
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 City of Beverly Hills, State of California, on the 25th day
of June, 1996.

                                       WESTERN ATLAS INC.

                                            BY:      ALTON J. BRANN*
                                                ------------------------------
                                                 ALTON J. BRANN
                                                 CHAIRMAN OF THE BOARD AND
                                                 CHIEF EXECUTIVE OFFICER

     /s/  VIRGINIA S. YOUNG
- ---------------------------------------
*By Virginia S. Young, Attorney-in-Fact

                                         S-1
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 25th day of June, 1996.

SIGNATURES:                          TITLE:
- ----------                           -----

PRINCIPAL EXECUTIVE OFFICER: 
                                     CHAIRMAN OF THE BOARD AND
    ALTON J. BRANN*                  CHIEF EXECUTIVE OFFICER; DIRECTOR
- ------------------------------
ALTON J. BRANN

PRINCIPAL FINANCIAL OFFICER  
                                     VICE CHAIRMAN AND
    JOSEPH T. CASEY*                 CHIEF FINANCIAL OFFICER; DIRECTOR
- ------------------------------
JOSEPH T. CASEY

PRINCIPAL ACCOUNTING OFFICER 

    CHARLES A. CUSUMANO*             VICE PRESIDENT AND CONTROLLER
- ------------------------------
CHARLES A. CUSUMANO

    PAUL BANCROFT, III*              DIRECTOR
- ------------------------------
PAUL BANCROFT, III

    WILLIAM C. EDWARDS*              DIRECTOR
- ------------------------------
WILLIAM C. EDWARDS

    CLAIRE W. GARGALLI*              DIRECTOR
- ------------------------------
CLAIRE W. GARGALLI

    ORION L. HOCH*                   DIRECTOR
- ------------------------------
ORION L. HOCH

    STEVEN B. SAMPLE*                DIRECTOR
- ------------------------------
STEVEN B. SAMPLE

   /s/ VIRGINIA S. YOUNG
- ---------------------------------------
*By Virginia S. Young, Attorney-in-Fact

                                       S-2