As filed with the Securities and Exchange Commission on August 17, 1998        

                                             Registration No. 333______________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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


                               THE WMF GROUP, LTD.
             (Exact name of registrant as specified in its charter)

           Delaware                                          54-1647759
(State or other jurisdiction of                           (I.R.S. employer
 incorporation or organization)                         identification number)

                        1593 Spring Hill Road, Suite 400
                             Vienna, Virginia 22182
                    (Address of Principal Executive Offices)

                                 (703) 610-1400
              (Registrant's telephone number, including area code)

                               The WMF Group, Ltd
                        1998 Employee Stock Purchase Plan
                            (Full title of the plan)

                               Michael D. Ketcham
                             Chief Financial Officer
                               The WMF Group, Ltd.
                        1593 Spring Hill Road, Suite 400
                             Vienna, Virginia 22182
                                 (703) 610-1400
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                           ---------------------------
                                 With a copy to:
                            Richard W. Cass, Esquire
                            R. Scott Kilgore, Esquire
                           Wilmer, Cutler & Pickering
                                2445 M Street, NW
                           Washington, D.C. 20037-1420
                                 (202) 663-6000
                           ---------------------------
<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE

<S>                      <C>                       <C>               <C>               <C>            <C>
                                                                      Proposed         Proposed
                              Title of                                 Maximum          Maximum
                            Securities              Amount            Offering         Aggregate        Amount of
                               to be                 to be              Price           Offering      Registration
 Name of Plan                Registered            Registered         Per Share          Price             Fee
----------------------------------------------------------------------------------------------------------------------------
1998 Employee Stock      Common Stock, par           400,000         $24.9375(1)       $9,975,000        $2,943
Purchase Plan            value $0.01 per share,
---------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  In accordance with Rule 457(h) and Rule 457(c) the aggregate offering price and the amount of the registration fee are 
     computed on the basis of the average of the high and low prices reported in the Nasdaq Stock Market on August 11, 1998.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>                         
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the information required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such  documents  are not being filed with the  Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under  the  Securities  Act.  The  WMF  Group,  Ltd.  (the  "Registrant"  or the
"Company")  shall  maintain  a file of such  documents  in  accordance  with the
provisions  of  Rule  428.  Upon  request,  the  Registrant  shall  furnish  the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.   Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (prior to filing of a
Post-Effective  Amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         (a) The  Company's  Form 10-K filed with the  Securities  and  Exchange
Commission on March 31, 1998.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997.

         (c) The description of the Company's Common Stock which is incorporated
by reference in the Registration Statement on Form 10 filed by the Company under
the Exchange Act on November 19, 1997,  including  any amendment or report filed
for the purpose of updating such description.

         Item 4.   Description of Securities

         Not Applicable.

         Item 5.   Interests of Named Experts and Counsel

         Not Applicable

<PAGE>

         Item 6.   Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
empowers the Company to indemnify,  subject to the standards set forth  therein,
any person in connection with any action,  suit or proceeding  brought before or
threatened  by reason  of the fact  that the  person  was a  director,  officer,
employee or agent of such company,  or is or was serving as such with respect to
another  entity at the request of such company.  The DGCL also provides that the
Company may purchase insurance on behalf of any such director, officer, employee
or agent.

         Reference  is made to Section  102(b)(7) of the DGCL,  which  enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's  fiduciary duty,  except (i) for any breach of the director's duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  pursuant to Section 174 of the DGCL  (providing  for  liability  of
directors for the unlawful  payment of dividends or unlawful stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper personal benefit.

         Article Seventh of the Company's Restated  Certificate of Incorporation
and Article VI, Section 1 of the Company's By-laws, each of which has been filed
as an  exhibit  to the  Information  Statement/Prospectus  and  each of which is
incorporated  herein by reference,  provide in effect for the indemnification by
the Company of each  director  and officer of the Company to the fullest  extent
permitted by applicable law.

         Item 7.   Exemption from Registration Claimed

                  Not Applicable.

         Item 8.   Exhibits

         The  Exhibit  Index   attached  to  this   registration   statement  is
incorporated herein by reference.

<PAGE>

         Item 9.   Undertakings

         The undersigned Registrant hereby undertakes the following:

         (a)      The undersigned Registrant hereby undertakes:

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

                  (i)    To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1993;

                  (ii)   To  reflect  in the  prospectus  any  facts or events
                         arising after the effective date of the  registration
                         statement   (or  the   most   recent   post-effective
                         amendment  thereof)  which,  individually  or in  the
                         aggregate,  represent  a  fundamental  change  in the
                         information set forth in the registration statement;

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

<PAGE>

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of any
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
reflating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such director, officer or controlling  person in 
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of 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.

           [The remainder of this page is intentionally left blank.]

                                    
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the County of Fairfax,  Commonwealth of Virginia, on August
17, 1998.

                                         THE WMF GROUP, LTD.

                                         /s/ Shekar Narasimhan
                                             Shekar Narasimhan
                                             Director, President and Chief
                                             Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below under the heading  "Signature"  constitutes  and appoints  Shekar
Narasimhan  or  Michael  D.  Ketcham,  and any agent for  service  named in this
registration  statement  and each of  them,  his,  her or its  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him,  her or it and in his,  her,  or its  name,  place and
stead,  in any and all  capacities,  to sign and file (i) any and all amendments
(including  post-effective  amendments) to this Registration Statement, with all
exhibits  thereto,  and other  documents  in  connection  therewith,  and (ii) a
registration  statement,  and any and all  amendments  thereto,  relating to the
offering  covered  hereby filed pursuant to Rule 462(b) under the Securities Act
of 1933,  with the  Securities  and  Exchange  Commission,  granting  unto  said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all intents and purposes as he, she, or it
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents  or any of them or  their  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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


Signature                               Title                          Date
----------                             --------                      ---------
/s/ J. Roderick Heller III       Chairman of the Board             June 16, 1998
 J. Roderick Heller III              

/s/ Shekar Narasimhan            Director, President and           June 16, 1998
    Shekar Narasimhan            Chief Executive Officer


/s/ Mohammed A. Al-Tuwaijri      Director                          June 16, 1998
    Mohammed A. Al-Tuwaijri

                                  
<PAGE>

Signature                            Title                          Date
----------                          --------                      ---------

/s/ Michael R. Eisenson          Director                          June 16, 1998
    Michael R. Eisenson

/s/ Tim R. Palmer                Director                          June 16, 1998
    Tim R. Palmer

/s/ John D. Reilly               Director                          June 16, 1998
    John D. Reilly

/s/ Herbert S. Winokur, Jr.      Director                          June 16, 1998
    Herbert S. Winokur, Jr.

                                 Executive Vice President,         June 12, 1998
/s/ Michael D. Ketcham           Chief Financial Officer
    Michael D. Ketcham           and Treasurer
                                 (Principal Financial Officer)

/s/ Mathew J. Whelan, III        Group Vice President and          June 12, 1998
    Mathew J. Whelan, III        Controller
                                 (Principal Accounting Officer)


                                  
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number         Description
-------        ------------
4              1998 Employee Stock Purchase Plan (a)

5              Opinion of Wilmer, Cutler & Pickering, as to the legality of the
               securities being registered.

23.1           Consent of Arthur Andersen LLP, independent certified public
               accountant

23.2           Consent of KPMG Peat Marwick LLP, independent certified public 
               accountant

24             Power of attorney (included on signature pages of this
               Registration Statement)

-----------

(a) Incorporated herein by reference to the Schedule 14A previously filed by the
    Registrant on April 30, 1998.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF THE WMF GROUP, LTD.", "secsgml_size_bytes": 17784}]
{"company-data": {"conformed-name": "WMF GROUP LTD", "cik": "0001039206", "assigned-sic": "6531", "irs-number": "541647759", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61653", "film-number": "98693091"}, "business-address": {"street1": "1593 SPRING HILL RD", "street2": "STE 400", "city": "VIENNA", "state": "VA", "zip": "22182", "phone": "7036101400"}, "mail-address": {"street1": "1593 SPRING HILL RD", "street2": "STE 400", "city": "VIENNA", "state": "VA", "zip": "22182"}}
As filed with the Securities and Exchange Commission on August 17, 1998        

                                             Registration No. 333______________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                               THE WMF GROUP, LTD.
             (Exact name of registrant as specified in its charter)

           Delaware                                          54-1647759
(State or other jurisdiction of                           (I.R.S. employer
 incorporation or organization)                         identification number)

                        1593 Spring Hill Road, Suite 400
                             Vienna, Virginia 22182
                    (Address of Principal Executive Offices)

                                 (703) 610-1400
              (Registrant's telephone number, including area code)

                               The WMF Group, Ltd
                        1998 Employee Stock Purchase Plan
                            (Full title of the plan)

                               Michael D. Ketcham
                             Chief Financial Officer
                               The WMF Group, Ltd.
                        1593 Spring Hill Road, Suite 400
                             Vienna, Virginia 22182
                                 (703) 610-1400
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                           ---------------------------
                                 With a copy to:
                            Richard W. Cass, Esquire
                            R. Scott Kilgore, Esquire
                           Wilmer, Cutler & Pickering
                                2445 M Street, NW
                           Washington, D.C. 20037-1420
                                 (202) 663-6000
                           ---------------------------
CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                              Title of                                 Maximum          Maximum
                            Securities              Amount            Offering         Aggregate        Amount of
                               to be                 to be              Price           Offering      Registration
 Name of Plan                Registered            Registered         Per Share          Price             Fee
----------------------------------------------------------------------------------------------------------------------------
1998 Employee Stock      Common Stock, par           400,000         $24.9375(1)       $9,975,000        $2,943
Purchase Plan            value $0.01 per share,
---------------------------------------------------------------------------------------------------------------------------
(1)  In accordance with Rule 457(h) and Rule 457(c) the aggregate offering price and the amount of the registration fee are 
     computed on the basis of the average of the high and low prices reported in the Nasdaq Stock Market on August 11, 1998.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the information required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such  documents  are not being filed with the  Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under  the  Securities  Act.  The  WMF  Group,  Ltd.  (the  "Registrant"  or the
"Company")  shall  maintain  a file of such  documents  in  accordance  with the
provisions  of  Rule  428.  Upon  request,  the  Registrant  shall  furnish  the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.   Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (prior to filing of a
Post-Effective  Amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         (a) The  Company's  Form 10-K filed with the  Securities  and  Exchange
Commission on March 31, 1998.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997.

         (c) The description of the Company's Common Stock which is incorporated
by reference in the Registration Statement on Form 10 filed by the Company under
the Exchange Act on November 19, 1997,  including  any amendment or report filed
for the purpose of updating such description.

         Item 4.   Description of Securities

         Not Applicable.

         Item 5.   Interests of Named Experts and Counsel

         Not Applicable
Item 6.   Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
empowers the Company to indemnify,  subject to the standards set forth  therein,
any person in connection with any action,  suit or proceeding  brought before or
threatened  by reason  of the fact  that the  person  was a  director,  officer,
employee or agent of such company,  or is or was serving as such with respect to
another  entity at the request of such company.  The DGCL also provides that the
Company may purchase insurance on behalf of any such director, officer, employee
or agent.

         Reference  is made to Section  102(b)(7) of the DGCL,  which  enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's  fiduciary duty,  except (i) for any breach of the director's duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  pursuant to Section 174 of the DGCL  (providing  for  liability  of
directors for the unlawful  payment of dividends or unlawful stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper personal benefit.

         Article Seventh of the Company's Restated  Certificate of Incorporation
and Article VI, Section 1 of the Company's By-laws, each of which has been filed
as an  exhibit  to the  Information  Statement/Prospectus  and  each of which is
incorporated  herein by reference,  provide in effect for the indemnification by
the Company of each  director  and officer of the Company to the fullest  extent
permitted by applicable law.

         Item 7.   Exemption from Registration Claimed

                  Not Applicable.

         Item 8.   Exhibits

         The  Exhibit  Index   attached  to  this   registration   statement  is
incorporated herein by reference.
Item 9.   Undertakings

         The undersigned Registrant hereby undertakes the following:

         (a)      The undersigned Registrant hereby undertakes:

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

                  (i)    To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1993;

                  (ii)   To  reflect  in the  prospectus  any  facts or events
                         arising after the effective date of the  registration
                         statement   (or  the   most   recent   post-effective
                         amendment  thereof)  which,  individually  or in  the
                         aggregate,  represent  a  fundamental  change  in the
                         information set forth in the registration statement;

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of any
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
reflating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such director, officer or controlling  person in 
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of 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.

           [The remainder of this page is intentionally left blank.]
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the County of Fairfax,  Commonwealth of Virginia, on August
17, 1998.

                                         THE WMF GROUP, LTD.

                                         /s/ Shekar Narasimhan
                                             Shekar Narasimhan
                                             Director, President and Chief
                                             Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below under the heading  "Signature"  constitutes  and appoints  Shekar
Narasimhan  or  Michael  D.  Ketcham,  and any agent for  service  named in this
registration  statement  and each of  them,  his,  her or its  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him,  her or it and in his,  her,  or its  name,  place and
stead,  in any and all  capacities,  to sign and file (i) any and all amendments
(including  post-effective  amendments) to this Registration Statement, with all
exhibits  thereto,  and other  documents  in  connection  therewith,  and (ii) a
registration  statement,  and any and all  amendments  thereto,  relating to the
offering  covered  hereby filed pursuant to Rule 462(b) under the Securities Act
of 1933,  with the  Securities  and  Exchange  Commission,  granting  unto  said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all intents and purposes as he, she, or it
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents  or any of them or  their  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature                               Title                          Date
----------                             --------                      ---------
/s/ J. Roderick Heller III       Chairman of the Board             June 16, 1998
 J. Roderick Heller III              

/s/ Shekar Narasimhan            Director, President and           June 16, 1998
    Shekar Narasimhan            Chief Executive Officer

/s/ Mohammed A. Al-Tuwaijri      Director                          June 16, 1998
    Mohammed A. Al-Tuwaijri
Signature                            Title                          Date
----------                          --------                      ---------

/s/ Michael R. Eisenson          Director                          June 16, 1998
    Michael R. Eisenson

/s/ Tim R. Palmer                Director                          June 16, 1998
    Tim R. Palmer

/s/ John D. Reilly               Director                          June 16, 1998
    John D. Reilly

/s/ Herbert S. Winokur, Jr.      Director                          June 16, 1998
    Herbert S. Winokur, Jr.

                                 Executive Vice President,         June 12, 1998
/s/ Michael D. Ketcham           Chief Financial Officer
    Michael D. Ketcham           and Treasurer
                                 (Principal Financial Officer)

/s/ Mathew J. Whelan, III        Group Vice President and          June 12, 1998
    Mathew J. Whelan, III        Controller
                                 (Principal Accounting Officer)
EXHIBIT INDEX

Exhibit
Number         Description
-------        ------------
4              1998 Employee Stock Purchase Plan (a)

5              Opinion of Wilmer, Cutler & Pickering, as to the legality of the
               securities being registered.

23.1           Consent of Arthur Andersen LLP, independent certified public
               accountant

23.2           Consent of KPMG Peat Marwick LLP, independent certified public 
               accountant

24             Power of attorney (included on signature pages of this
               Registration Statement)

-----------

(a) Incorporated herein by reference to the Schedule 14A previously filed by the
    Registrant on April 30, 1998.