Registration Statement No. _________
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                           --------------------------

                       TransAct Technologies Incorporated
               (Exact name of issuer as specified in its charter)

      Delaware                                                  06-1456680
(State or other jurisdic-                                    (I.R.S. Employer
 tion of incorporation)                                     Identification No.)

                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                                 (203) 269-1198
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                       Non-Employee Directors' Stock Plan
                            (Full title of the Plan)

       Richard L. Cote, Executive Vice President, Chief Financial Officer,
                             Treasurer, and Director
                       TransAct Technologies Incorporated
                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                                 (203) 269-1198
                (Name, address, including zip code, and telephone
                number, including area code, of agent for service
                                   of process)

                                    Copy to:

                            Michael S. McSherry, Esq.
                            Hinckley, Allen & Snyder
                              One Financial Center
                        Boston, Massachusetts 02111-2625
                                 (617) 345-9000

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. [x]

                                                         Exhibit Index on Page 8


<PAGE>




===============================================================================
                         CALCULATION OF REGISTRATION FEE
===============================================================================


Title of
Each Class of  Proposed       Proposed
Securities     Amount         Maximum          Maximum            Amount
to be          to be          Offering Price   Aggregate          Registration
Registered     Registered     Per Share(*)     Offering Price     Fee
-----------------------------------------------------------------------------


Common Stock   60,000          $15.75          $945,000           $286.00
(par value
$.01)
-----------------------------------------------------------------------------


(*)      Computed  pursuant to Rule 457(h) solely for the purpose of determining
         the  registration  fee, based on the average of the high and low prices
         of the  Registrant's  Common  Stock as  reported  by NASDAQ on July 31,
         1997. 




<PAGE>

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

     The  following   documents   heretofore  filed  by  TransAct   Technologies
Incorporated  (the  "Registrant")  with the Securities  and Exchange  Commission
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are incorporated by reference in this Registration Statement:

     (a) The Registrant's latest annual report on Form10-K, or, if the financial
statements therein are more current,  the Registrant's latest prospectus,  other
than the  prospectus  of which this document is a part,  filed  pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act").

     (b) All other reports filed by the Registrant  pursuant to Sections13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (a) above.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration Statement filed under Section 12 of the Exchange Act,
including  any  amendment  or reports  filed for the  purpose of  updating  such
description.

     All   documents   subsequently   filed  by  the   Registrant   pursuant  to
Sections13(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
of the shares of Common Stock offered have been sold or which  de-registers  all
of such shares 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.  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.


<PAGE>



Item 6. Indemnification of Directors and Officers.

     Article VII of the Registrant's  by-laws (i) authorizes the indemnification
of  directors  and  officers  (the   "Indemnified   Persons")   under  specified
circumstances  to  the  fullest  extent   authorized,   (ii)  provides  for  the
advancement of expenses to the Indemnified Persons for defending any proceedings
related to the specified circumstances,  and (iii) gives the Indemnified Persons
the right to bring suit against the  Registrant to enforce the foregoing  rights
to  indemnification  and  advancement  of  expenses.  The  Registrant  currently
maintains  one or more  policies  of  insurance  under which the  directors  and
officers  of  Registrant  are  insured,  within the  limits  and  subject to the
limitations of the policies,  against  certain  expenses in connection  with the
defense of actions,  suits, or proceedings,  and certain liabilities which might
be imposed as a result of such actions, suits or proceedings,  to which they are
parties by reason of being or having been such directors or officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     A list of the exhibits included as part of this  Registration  Statement is
set forth in the Exhibit Index which  immediately  precedes such exhibits and is
hereby incorporated by reference herein.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective date of this  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 this Registration Statement (or the most
               recent post-effective amendment thereof);

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


<PAGE>

         Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Exchange
         Act that are incorporated by reference in this Registration Statement.

        (2) That,  for the  purpose  of  determining  any  liability  under  the
         Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

(d) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions  described in Item 6, 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filling  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  of  the  undersigned,  thereunto  duly
authorized, in the city of Wallingford, State of Connecticut, on the 29th day of
July, 1997.

                                    TRANSACT TECHNOLOGIES INCORPORATED

                                    By:   /s/  Richard L. Cote
                                          Richard L. Cote, Executive Vice
                                          President and Chief Financial Officer


     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  persons does
hereby constitute and appoint each of Bart C. Shuldman and Richard L. Cote, with
full power of substitution his true and lawful  attorneys-in-fact and agents for
him in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing  necessary  to be done in order to  effectuate  the
same as fully,  to all intents and purposes,  as he might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents may
lawfully do or cause to be done by virtue hereof.

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

Signature                       Title                                     Date

/s/ Thomas R. Schwarz           Chairman of the Board             July 29, 1997
-----------------------------
Thomas R. Schwarz

/s/ Bart C. Shuldman            Chief Executive Officer,          July 29, 1997
-----------------------------   President and Director
Bart C. Shuldman                         

/s/ Richard L. Cote             Executive Vice President, Chief   July 29, 1997
-----------------------------   Financial Officer, Treasurer,
Richard L. Cote                 and Director         
                                         

/s/ Graham Y. Tanaka            Director                          July 29, 1997
-----------------------------
Graham Y. Tanaka

/s/ Charles A. Dill             Director                          July 29, 1997
-----------------------------
Charles A. Dill



<PAGE>


                                  EXHIBIT INDEX


                                                                    SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER                       EXHIBIT                                PAGE

4.1                          Articles of Incorporation of
                             the Registrant, as amended
                             (filed as Exhibit No. 3.1 to
                             the Registrant's registration
                             statement on Form S-1 dated
                             June 26, 1996, and by this
                             reference incorporated herein)         N/A

4.2                          By-laws of the Registrant, as
                             amended (filed as Exhibit 3.2
                             to the Registrant's registration
                             statement on Form S-1 dated
                             June 26, 1996, and by this
                             reference incorporated herein)         N/A

4.3                          Non-Employee Directors' Stock
                             Plan of Registrant                     9

5                            Opinion of Hinckley, Allen &
                             Snyder                                 14

23.1                         Consent of Price Waterhouse            16

23.2                         Consent of Hinckley, Allen &
                             Snyder (contained in their
                             opinion filed as Exhibit 5)            N/A
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16290}]
{"company-data": {"conformed-name": "TRANSACT TECHNOLOGIES INC", "cik": "0001017303", "assigned-sic": "3577", "irs-number": "061456680", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32705", "film-number": "97650373"}, "business-address": {"street1": "7 LASER LANE", "city": "WALLINGFORD", "state": "CT", "zip": "06492", "phone": "617345900"}, "mail-address": {"street1": "7 LASER LANE", "city": "WALLINGFORD", "state": "CT", "zip": "06492"}}
Registration Statement No. _________
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                           --------------------------

                       TransAct Technologies Incorporated
               (Exact name of issuer as specified in its charter)

      Delaware                                                  06-1456680
(State or other jurisdic-                                    (I.R.S. Employer
 tion of incorporation)                                     Identification No.)

                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                                 (203) 269-1198
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                       Non-Employee Directors' Stock Plan
                            (Full title of the Plan)

       Richard L. Cote, Executive Vice President, Chief Financial Officer,
                             Treasurer, and Director
                       TransAct Technologies Incorporated
                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                                 (203) 269-1198
                (Name, address, including zip code, and telephone
                number, including area code, of agent for service
                                   of process)

                                    Copy to:

                            Michael S. McSherry, Esq.
                            Hinckley, Allen & Snyder
                              One Financial Center
                        Boston, Massachusetts 02111-2625
                                 (617) 345-9000

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. [x]

                                                         Exhibit Index on Page 8
===============================================================================
                         CALCULATION OF REGISTRATION FEE
===============================================================================

Title of
Each Class of  Proposed       Proposed
Securities     Amount         Maximum          Maximum            Amount
to be          to be          Offering Price   Aggregate          Registration
Registered     Registered     Per Share(*)     Offering Price     Fee
-----------------------------------------------------------------------------

Common Stock   60,000          $15.75          $945,000           $286.00
(par value
$.01)
-----------------------------------------------------------------------------

(*)      Computed  pursuant to Rule 457(h) solely for the purpose of determining
         the  registration  fee, based on the average of the high and low prices
         of the  Registrant's  Common  Stock as  reported  by NASDAQ on July 31,
         1997.
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

     The  following   documents   heretofore  filed  by  TransAct   Technologies
Incorporated  (the  "Registrant")  with the Securities  and Exchange  Commission
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are incorporated by reference in this Registration Statement:

     (a) The Registrant's latest annual report on Form10-K, or, if the financial
statements therein are more current,  the Registrant's latest prospectus,  other
than the  prospectus  of which this document is a part,  filed  pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act").

     (b) All other reports filed by the Registrant  pursuant to Sections13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (a) above.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration Statement filed under Section 12 of the Exchange Act,
including  any  amendment  or reports  filed for the  purpose of  updating  such
description.

     All   documents   subsequently   filed  by  the   Registrant   pursuant  to
Sections13(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
of the shares of Common Stock offered have been sold or which  de-registers  all
of such shares 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.  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.

     Article VII of the Registrant's  by-laws (i) authorizes the indemnification
of  directors  and  officers  (the   "Indemnified   Persons")   under  specified
circumstances  to  the  fullest  extent   authorized,   (ii)  provides  for  the
advancement of expenses to the Indemnified Persons for defending any proceedings
related to the specified circumstances,  and (iii) gives the Indemnified Persons
the right to bring suit against the  Registrant to enforce the foregoing  rights
to  indemnification  and  advancement  of  expenses.  The  Registrant  currently
maintains  one or more  policies  of  insurance  under which the  directors  and
officers  of  Registrant  are  insured,  within the  limits  and  subject to the
limitations of the policies,  against  certain  expenses in connection  with the
defense of actions,  suits, or proceedings,  and certain liabilities which might
be imposed as a result of such actions, suits or proceedings,  to which they are
parties by reason of being or having been such directors or officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     A list of the exhibits included as part of this  Registration  Statement is
set forth in the Exhibit Index which  immediately  precedes such exhibits and is
hereby incorporated by reference herein.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective date of this  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 this Registration Statement (or the most
               recent post-effective amendment thereof);

               (iii) To include any  material  information  with  respect to the
               plan of  distribution  not  previously  disclosed or any material
               change to such information;
Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Exchange
         Act that are incorporated by reference in this Registration Statement.

        (2) That,  for the  purpose  of  determining  any  liability  under  the
         Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

(d) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions  described in Item 6, 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filling  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  of  the  undersigned,  thereunto  duly
authorized, in the city of Wallingford, State of Connecticut, on the 29th day of
July, 1997.

                                    TRANSACT TECHNOLOGIES INCORPORATED

                                    By:   /s/  Richard L. Cote
                                          Richard L. Cote, Executive Vice
                                          President and Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  persons does
hereby constitute and appoint each of Bart C. Shuldman and Richard L. Cote, with
full power of substitution his true and lawful  attorneys-in-fact and agents for
him in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing  necessary  to be done in order to  effectuate  the
same as fully,  to all intents and purposes,  as he might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents may
lawfully do or cause to be done by virtue hereof.

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

Signature                       Title                                     Date

/s/ Thomas R. Schwarz           Chairman of the Board             July 29, 1997
-----------------------------
Thomas R. Schwarz

/s/ Bart C. Shuldman            Chief Executive Officer,          July 29, 1997
-----------------------------   President and Director
Bart C. Shuldman                         

/s/ Richard L. Cote             Executive Vice President, Chief   July 29, 1997
-----------------------------   Financial Officer, Treasurer,
Richard L. Cote                 and Director         
                                         

/s/ Graham Y. Tanaka            Director                          July 29, 1997
-----------------------------
Graham Y. Tanaka

/s/ Charles A. Dill             Director                          July 29, 1997
-----------------------------
Charles A. Dill
EXHIBIT INDEX

                                                                    SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER                       EXHIBIT                                PAGE

4.1                          Articles of Incorporation of
                             the Registrant, as amended
                             (filed as Exhibit No. 3.1 to
                             the Registrant's registration
                             statement on Form S-1 dated
                             June 26, 1996, and by this
                             reference incorporated herein)         N/A

4.2                          By-laws of the Registrant, as
                             amended (filed as Exhibit 3.2
                             to the Registrant's registration
                             statement on Form S-1 dated
                             June 26, 1996, and by this
                             reference incorporated herein)         N/A

4.3                          Non-Employee Directors' Stock
                             Plan of Registrant                     9

5                            Opinion of Hinckley, Allen &
                             Snyder                                 14

23.1                         Consent of Price Waterhouse            16

23.2                         Consent of Hinckley, Allen &
                             Snyder (contained in their
                             opinion filed as Exhibit 5)            N/A