<PAGE>
 
   As filed with the Securities and Exchange Commission on September 30, 1997

                                                     Registration No. 333-______
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

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

                        CHOICE HOTELS FRANCHISING, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                      <C>
Delaware                                                             52-1209792
(State or other jurisdiction                                      (IRS Employer
of incorporation or organization)                        Identification Number)
                                     
10750 Columbia Pike                                                       20901
Silver Spring, MD                                                     (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
 
         CHOICE HOTELS FRANCHISING, INC. 1997 LONG-TERM INCENTIVE PLAN

            CHOICE HOTELS FRANCHISING EMPLOYEE STOCK PURCHASE PLAN

                              Michael J. DeSantis
             Senior Vice President, General Counsel and Secretary
                              10750 Columbia Pike
                        Silver Spring, Maryland  20901
                    (Name and address of agent for service)
                                (301) 979-5000
         (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                               Bruce E. Rosenblum
                                Latham & Watkins
                   1001 Pennsylvania Avenue, N.W. Suite 1300
                          Washington, D.C.  20004-2505

                           -------------------------
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
        Title of Each                                   Proposed Maximum        Proposed Maximum      Amount of 
    Class of Securities               Amount to be       Offering Price        Aggregate Offering     Registration 
     to be Registered                 Registered            Per Share                Price                Fee
<S>                                  <C>               <C>                    <C>                    <C>
Common Stock, par  value                    
$.01 per share                       7,600,000 shares       $ .70(1)                $5,320,000           $1,612(1)  
=================================================================================================================
</TABLE>

(1)  For purposes of computing the registration fee only. Pursuant to Rule
     457(h) under the Securities Act of 1933, the Proposed Maximum Offering
     Price Per Share is based upon (i) the book value of $.70 per share of
     7,100,000 shares of Common Stock to be issued under the Choice Hotels 
     Franchising, Inc. 1997 Long-Term Incentive Plan (the "1997 Plan"); and 
     (ii) the book value of $.70 per share of 500,000 shares of Common Stock 
     to be issued under the Choice Hotels Franchising, Inc. Employee Stock 
     Purchase Plan.

                                       2
<PAGE>
 
                                    PART I

Item 1.  Plan Information.

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Choice Hotels Franchising, Inc., a Delaware
Corporation, (the "Company") are incorporated as of their respective dates in
this Registration Statement on Form S-8 (the "Registration Statement") by
reference:

         1. The Company's Registration Statement on Form 10 (the "Form 10")
filed on September 18, 1997.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are deemed incorporated by reference in
this Registration Statement and are a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to authority conferred by Delaware General Corporation Law
Section 102, the Franchising Certificate provides that no director of
Franchising shall be liable to Franchising or its stockholders for monetary
damages for breach of fiduciary duty as a director except for breach of the
director's duty of loyalty to Franchising or the stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for unlawful payment of dividends, unlawful stock redemptions
or repurchases and for any transaction from which the director derived an
improper personal benefit. This provision is intended to eliminate the risk that
a director might incur personal liability to Franchising or its stockholders for
breach of the duty of care. The Franchising Certificate also provides that if
Delaware law is amended to further limit the liability of directors, then the
liability of a director of the Company shall be further limited to the fullest
extent permitted by Delaware law as so amended.

         Delaware General Corporation Law Section 145 contains provisions
permitting and, in some situations, requiring Delaware corporations, such as
Franchising, to provide indemnification to their officers and directors for
losses and litigation expense incurred in connection with their service to the
corporation in those capacities. The Restated Certificate contains provisions
requiring indemnification by Franchising of its directors and officers 

                                       3
<PAGE>
 
to the fullest extent permitted by law. Among other things, the Franchising
Certificate provides indemnification for officers and directors against
liabilities for judgments in and settlements of lawsuits and other proceedings
and for the advancement and payment of fees and expenses reasonably incurred by
the director or officer in defense of any such lawsuit or proceeding.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.


         The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:

<TABLE>
<CAPTION>

         Exhibit No.         Description of Exhibit                  
         -----------         ----------------------                  
         <C>                 <S>                                     
            4.01             Form of Restated Certificate of Incorporation of
                             Choice Hotels Franchising, Inc. (incorporated by
                             reference to Annex A of Exhibit 99.02 to the Form
                             10)

            4.02             Form of Amended and Restated Bylaws of Choice
                             Hotels Franchising, Inc. (incorporated by reference
                             to Annex B to Exhibit 99.02 to the Form 10)

            4.03             Form of Common Stock certificate (incorporated by
                             reference to Exhibit 4.01 to the Company's
                             Registration Statement on Form 10)

            4.04             Choice Hotels Franchising, Inc. 1997 Long-Term
                             Incentive Plan (incorporated by reference to Annex
                             C-I to Exhibit 99.02 to the Form 10)

            4.05             Choice Hotels Franchising Employee Stock Purchase
                             Plan (incorporated by reference to Annex C-II to
                             Exhibit 99.02 to the Form 10)

           *5.01             Opinion of Michael J. DeSantis          
                                                                     
          *23.01             Consent of Michael J. DeSantis (included as part of
                             the opinion attached as Exhibit 5.01 hereto)

          *23.02             Consent of Arthur Andersen LLP          
                                                                     
          *25.01             Power of Attorney (included on page 5 hereto)
</TABLE> 

--------------------
*        Filed herewith.

         The Company hereby agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request.

Item 9.  Undertakings.

         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.

         The undersigned registrant hereby undertakes:

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

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

                                       4
<PAGE>
 
              (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 these paragraphs is contained in periodic
              reports filed by the registrant pursuant to Section 13 or Section
              15(d) of the Securities and 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.

         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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
                                  ---- ----

                                       5
<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 Silver Spring, Maryland, on September 29, 1997.

                                   CHOICE HOTELS FRANCHISING, INC.

                                   By:       /s/ William R. Floyd
                                      ----------------------------------------- 
                                             William R. Floyd
                                           Chief Executive Officer and Director

                              POWERS OF ATTORNEY

     Each person whose signature appears below constitutes and appoints William
R. Floyd and Michael J. DeSantis as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in his name, place and stead, in any and all capacities, to sign any or all
further amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

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

<TABLE>
<CAPTION>

     Signatures                  Title                                            Date           
     ----------                  -----                                            ----           
<S>                              <C>                                        <C>                  
  /s/ William R. Floyd           Chief Executive Officer and Director       September 30, 1997   
---------------------------                                                                      
      William R. Floyd                                                                           
                                                                                                 
 /s/ James A. MacCutcheon        Executive Vice President, Chief            September 30, 1997   
---------------------------      Financial Officer and Director                                  
     James A. MacCutcheon                                                                        
                                                                                                 
/s/ Joseph M. Squeri             Vice President, Finance and Controller     September 30, 1997   
---------------------------                                                                      
    Joseph M. Squeri                                                                             
                                                                                                 
/s/ Donald J. Landry             Director                                   September 30, 1997    
---------------------------
    Donald J. Landry

</TABLE>

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17817}]
{"company-data": {"conformed-name": "CHOICE HOTELS FRANCHISING INC", "cik": "0001046311", "assigned-sic": "7011", "irs-number": "521209792", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36819", "film-number": "97688812"}, "business-address": {"street1": "10750 COLUMBIA PIKE", "city": "SILVER SPRING", "state": "MD", "zip": "20901", "phone": "3019795000"}, "mail-address": {"street1": "10750 COLUMBIA PIKE", "city": "SILVER SPRING", "state": "MD", "zip": "20901"}}
As filed with the Securities and Exchange Commission on September 30, 1997

                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

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

                        CHOICE HOTELS FRANCHISING, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                                             52-1209792
(State or other jurisdiction                                      (IRS Employer
of incorporation or organization)                        Identification Number)
                                     
10750 Columbia Pike                                                       20901
Silver Spring, MD                                                     (Zip Code)
(Address of Principal Executive Offices)
CHOICE HOTELS FRANCHISING, INC. 1997 LONG-TERM INCENTIVE PLAN

            CHOICE HOTELS FRANCHISING EMPLOYEE STOCK PURCHASE PLAN

                              Michael J. DeSantis
             Senior Vice President, General Counsel and Secretary
                              10750 Columbia Pike
                        Silver Spring, Maryland  20901
                    (Name and address of agent for service)
                                (301) 979-5000
         (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                               Bruce E. Rosenblum
                                Latham & Watkins
                   1001 Pennsylvania Avenue, N.W. Suite 1300
                          Washington, D.C.  20004-2505

                           -------------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================
        Title of Each                                   Proposed Maximum        Proposed Maximum      Amount of 
    Class of Securities               Amount to be       Offering Price        Aggregate Offering     Registration 
     to be Registered                 Registered            Per Share                Price                Fee
Common Stock, par  value                    
$.01 per share                       7,600,000 shares       $ .70(1)                $5,320,000           $1,612(1)  
=================================================================================================================
(1)  For purposes of computing the registration fee only. Pursuant to Rule
     457(h) under the Securities Act of 1933, the Proposed Maximum Offering
     Price Per Share is based upon (i) the book value of $.70 per share of
     7,100,000 shares of Common Stock to be issued under the Choice Hotels 
     Franchising, Inc. 1997 Long-Term Incentive Plan (the "1997 Plan"); and 
     (ii) the book value of $.70 per share of 500,000 shares of Common Stock 
     to be issued under the Choice Hotels Franchising, Inc. Employee Stock 
     Purchase Plan.

                                       2
PART I

Item 1.  Plan Information.

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Choice Hotels Franchising, Inc., a Delaware
Corporation, (the "Company") are incorporated as of their respective dates in
this Registration Statement on Form S-8 (the "Registration Statement") by
reference:

         1. The Company's Registration Statement on Form 10 (the "Form 10")
filed on September 18, 1997.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are deemed incorporated by reference in
this Registration Statement and are a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to authority conferred by Delaware General Corporation Law
Section 102, the Franchising Certificate provides that no director of
Franchising shall be liable to Franchising or its stockholders for monetary
damages for breach of fiduciary duty as a director except for breach of the
director's duty of loyalty to Franchising or the stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for unlawful payment of dividends, unlawful stock redemptions
or repurchases and for any transaction from which the director derived an
improper personal benefit. This provision is intended to eliminate the risk that
a director might incur personal liability to Franchising or its stockholders for
breach of the duty of care. The Franchising Certificate also provides that if
Delaware law is amended to further limit the liability of directors, then the
liability of a director of the Company shall be further limited to the fullest
extent permitted by Delaware law as so amended.

         Delaware General Corporation Law Section 145 contains provisions
permitting and, in some situations, requiring Delaware corporations, such as
Franchising, to provide indemnification to their officers and directors for
losses and litigation expense incurred in connection with their service to the
corporation in those capacities. The Restated Certificate contains provisions
requiring indemnification by Franchising of its directors and officers 

                                       3
to the fullest extent permitted by law. Among other things, the Franchising
Certificate provides indemnification for officers and directors against
liabilities for judgments in and settlements of lawsuits and other proceedings
and for the advancement and payment of fees and expenses reasonably incurred by
the director or officer in defense of any such lawsuit or proceeding.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
Exhibit No.         Description of Exhibit                  
         -----------         ----------------------
4.01             Form of Restated Certificate of Incorporation of
                             Choice Hotels Franchising, Inc. (incorporated by
                             reference to Annex A of Exhibit 99.02 to the Form
                             10)

            4.02             Form of Amended and Restated Bylaws of Choice
                             Hotels Franchising, Inc. (incorporated by reference
                             to Annex B to Exhibit 99.02 to the Form 10)

            4.03             Form of Common Stock certificate (incorporated by
                             reference to Exhibit 4.01 to the Company's
                             Registration Statement on Form 10)

            4.04             Choice Hotels Franchising, Inc. 1997 Long-Term
                             Incentive Plan (incorporated by reference to Annex
                             C-I to Exhibit 99.02 to the Form 10)

            4.05             Choice Hotels Franchising Employee Stock Purchase
                             Plan (incorporated by reference to Annex C-II to
                             Exhibit 99.02 to the Form 10)

           *5.01             Opinion of Michael J. DeSantis          
                                                                     
          *23.01             Consent of Michael J. DeSantis (included as part of
                             the opinion attached as Exhibit 5.01 hereto)

          *23.02             Consent of Arthur Andersen LLP          
                                                                     
          *25.01             Power of Attorney (included on page 5 hereto)
--------------------
*        Filed herewith.

         The Company hereby agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request.

Item 9.  Undertakings.

         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.

         The undersigned registrant hereby undertakes:

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

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

                                       4
(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 these paragraphs is contained in periodic
              reports filed by the registrant pursuant to Section 13 or Section
              15(d) of the Securities and 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.

         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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
                                  ---- ----

                                       5
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 Silver Spring, Maryland, on September 29, 1997.

                                   CHOICE HOTELS FRANCHISING, INC.

                                   By:       /s/ William R. Floyd
                                      ----------------------------------------- 
                                             William R. Floyd
                                           Chief Executive Officer and Director

                              POWERS OF ATTORNEY

     Each person whose signature appears below constitutes and appoints William
R. Floyd and Michael J. DeSantis as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in his name, place and stead, in any and all capacities, to sign any or all
further amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures                  Title                                            Date           
     ----------                  -----                                            ----
/s/ William R. Floyd           Chief Executive Officer and Director       September 30, 1997   
---------------------------                                                                      
      William R. Floyd                                                                           
                                                                                                 
 /s/ James A. MacCutcheon        Executive Vice President, Chief            September 30, 1997   
---------------------------      Financial Officer and Director                                  
     James A. MacCutcheon                                                                        
                                                                                                 
/s/ Joseph M. Squeri             Vice President, Finance and Controller     September 30, 1997   
---------------------------                                                                      
    Joseph M. Squeri                                                                             
                                                                                                 
/s/ Donald J. Landry             Director                                   September 30, 1997    
---------------------------
    Donald J. Landry
6