As filed with the Securities and Exchange Commission on May 9, 1997
                                                 Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             LINENS'N THINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

      DELAWARE                                                22-3463939
(State or Other Jurisdiction                               (I.R.S. Employer
 of Incorporation or Organization)                        Identification No.)

                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
          (Address, including Zip Code, of Principal Executive Offices)

                        1996 INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                                 NORMAN AXELROD
                  CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
                              LINENS'N THINGS, INC.
                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
                                  (201)778-1300
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed Maximum        Proposed Maximum            Amount of
     Securities to                to be               Offering Price             Aggregate              Registration
     be Registered              Registered              Per Share             Offering Price                Fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
<S>                             <C>                     <C>                   <C>                        <C>
     Common Stock,              1,310,202               $21.18 (1)            $27,750,078(1)             $8,409.11
  $0.01 Par Value per
         share                   990,230                $15.50(2)             $15,348,565(2)             $4,651.08

                                  8,000                 $23.81(2)               $190,480(2)                $57.72

                                   500                  $23.88(2)               $11,938(2)                 $3.62

                                  1,200                 $24.38(2)               $29,250(2)                 $8.86

                                   500                  $23.63(2)               $11,813(2)                 $3.58

                                  1,000                 $21.31(2)               $21,310(2)                 $6.46

                                   500                  $22.00(2)               $11,000(2)                 $3.33

Total Registration Fee:
                                                                                                         $13,143.76
------------------------- ----------------------- ----------------------- ------------------------ -----------------------

</TABLE>
---------------------
       (1) Estimated solely for the purpose of calculating the registration fee.
        Such estimate has been computed in accordance  with Rule 457(h)(1) based
        on the average high and low prices of the  Registrant's  Common Stock as
        reported on the New York Stock Exchange on May 2, 1997.

       (2) Estimated solely for the purpose of calculating the registration fee.
        Such estimate has been computed in accordance  with Rule 457(h)(1) based
        on  prices  ranging  from  $15.50 to  $24.38  at which an  aggregate  of
        1,001,930 options issued under the 1996 Incentive  Compensation Plan may
        be exercised.


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  document(s)  containing the  information  specified in this Part I
will be sent or given to employees as  specified by Rule  428(b)(1)  promulgated
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents  need not be 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.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference.

         The following documents filed by Linens'n Things, Inc.  ("Registrant")
with  the  Commission  are  incorporated  by  reference  in  this   Registration
Statement:

         1.   The  Registrant's  Annual  Report on Form 10-K for the year  ended
              December 31, 1996.

         2.   The Description of the Registrant's  Common Stock contained in the
              Registration  Statement  on  Form  S-1  (No.  333-12267)  declared
              effective by the Commission on November 26, 1996.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  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,  hereby are incorporated  herein by reference and shall be deemed 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.

         Section  145  of the  Delaware  General  Corporation  Act  permits  the
Registrant  to  indemnify  officers,  directors or  employees  against  expenses
(including attorney's fees), judgments,  fines and amounts paid in settlement in
connection with legal proceedings "if {as to any officer,  director or employee}
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best  interests  of the  corporation,  and,  with respect to any
criminal act or proceeding,  had no reasonable  cause to believe his conduct was
unlawful,"  provided  that with  respect to actions  by, or in the right of, the
corporation  against,  such individuals,  indemnification is not permitted as to
any matter as to which such person "shall have been adjudged to be liable to the
corporation,  unless,  and only to the extent that, the Court of Chancery or the
court in which such action or suit was brought shall determine upon  application
that,   despite  the  adjudication  of  liability,   but  in  view  of  all  the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper." Individuals who are successful in the defense of such action
are entitled to indemnity  for such expenses  reasonably  incurred in connection
therewith.

         The By-Laws of the  Registrant  require  the  Registrant  to  indemnify
directors  and  officers  against  liabilities  which  they may incur  under the
circumstances set forth in the preceding paragraph.

         The Registrant  maintains  standard  policies of insurance  under which
coverage is provided (a) to its directors and officers against loss arising from
claims made by reason of breach of duty or other  wrongful  act,  and (b) to the
Registrant  with respect to payments which may be made by the Registrant to such
officers  and  directors  pursuant  to the above  indemnification  provision  or
otherwise as a matter of law.

         The  underwriting  agreement  filed as  Exhibit  1 to the  Registrant's
Registration  Statement on Form S-1 (No. 333-12267) provides for indemnification
of  directors  and  officers  of  the  Registrant  by  the  underwriters  of the
Registrant's initial public offering against certain liabilities.


ITEM 7.      Exemption from Registration Claimed.

             Not applicable.


ITEM 8.      Exhibits.

         5    Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of the
              securities being registered.

         23(a) Consent of KPMG Peat Marwick LLP.

         23(b)Consent of Pitney,  Hardin,  Kipp & Szuch  (included  in Exhibit 5
              hereto).

         99   1996 Incentive  Compensation  Plan  (incorporated  by reference to
              Exhibits  filed with the  Registrant's  Registration  Statement on
              Form S-1 (No. 333-12267),  declared effective by the Commission on
              November 26, 1996).

ITEM 9.       Undertakings.

         1.   The undersigned Registrant hereby undertakes:

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

                     (b) That, for purposes 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.

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

         2.   The undersigned Registrant hereby undertakes that, for 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 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.

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


<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  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 Clifton, State of New Jersey, on this 6th day of
May, 1997.

                                   LINENS'N THINGS, INC.


                                   By:  /S/ NORMAL AXELROD
                                        -----------------------
                                        Norman Axelrod
                                        Chairman, President and
                                        Chief Executive Officer

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

Signature                           Title                              Date

/S/ NORMAN AXELROD
-------------------------                                           May 6, 1997
Norman Axelrod                Chairman, President and
                              Chief Executive Officer

/S/ CHARLES C. CONAWAY
-------------------------                                           May 6, 1997
Charles C. Conaway                  Director

/S/ STANLEY P. GOLDSTEIN
-------------------------                                           May 6, 1997
Stanley P. Goldstein                Director

/S/ PHILIP E. BEEKMAN
------------------------                                            May 6, 1997
Philip E. Beekman                   Director

/S/ JAMES M. TOMASZEWSKI
------------------------                                            May 6, 1997
James M. Tomaszewski          Senior Vice President, Chief
                              Financial Officer (Principal
                              Financial Officer)

/S/ WILLIAM T. GILES
------------------------                                            May 6, 1997
William T. Giles           Vice President, Finance, Controller
                              (Principal Accounting Officer)


<PAGE>



                                INDEX TO EXHIBITS

   Exhibit No.                Description

         5        Opinion of Pitney, Hardin, Kipp & Szuch

         23(a)    Consent of KPMG Peat Marwick LLP

         23(b)    Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                  hereto).

         99       1996 Incentive Compensation Plan (incorporated by reference to
                  Exhibits filed with the Registrant's Registration Statement on
                  Form S-1 (No. 333-12267), declared effective by the Commission
                  on November 26, 1996).
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT-SECURITIES OFFERED TO EMPLOYEES", "secsgml_size_bytes": 16562}]
{"company-data": {"conformed-name": "LINENS N THINGS INC", "cik": "0001023052", "assigned-sic": "5700", "irs-number": "223463939", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26827", "film-number": "97599596"}, "business-address": {"street1": "6 BRIGHTON RD", "city": "CLIFTON", "state": "NJ", "zip": "07015", "phone": "2017781300"}, "mail-address": {"street1": "6 BRIGHTON RD", "city": "CLIFTON", "state": "NJ", "zip": "07015"}}
As filed with the Securities and Exchange Commission on May 9, 1997
                                                 Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             LINENS'N THINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

      DELAWARE                                                22-3463939
(State or Other Jurisdiction                               (I.R.S. Employer
 of Incorporation or Organization)                        Identification No.)

                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
          (Address, including Zip Code, of Principal Executive Offices)

                        1996 INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                                 NORMAN AXELROD
                  CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
                              LINENS'N THINGS, INC.
                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
                                  (201)778-1300
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300

                         CALCULATION OF REGISTRATION FEE
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed Maximum        Proposed Maximum            Amount of
     Securities to                to be               Offering Price             Aggregate              Registration
     be Registered              Registered              Per Share             Offering Price                Fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
Common Stock,              1,310,202               $21.18 (1)            $27,750,078(1)             $8,409.11
  $0.01 Par Value per
         share                   990,230                $15.50(2)             $15,348,565(2)             $4,651.08

                                  8,000                 $23.81(2)               $190,480(2)                $57.72

                                   500                  $23.88(2)               $11,938(2)                 $3.62

                                  1,200                 $24.38(2)               $29,250(2)                 $8.86

                                   500                  $23.63(2)               $11,813(2)                 $3.58

                                  1,000                 $21.31(2)               $21,310(2)                 $6.46

                                   500                  $22.00(2)               $11,000(2)                 $3.33

Total Registration Fee:
                                                                                                         $13,143.76
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
---------------------
       (1) Estimated solely for the purpose of calculating the registration fee.
        Such estimate has been computed in accordance  with Rule 457(h)(1) based
        on the average high and low prices of the  Registrant's  Common Stock as
        reported on the New York Stock Exchange on May 2, 1997.

       (2) Estimated solely for the purpose of calculating the registration fee.
        Such estimate has been computed in accordance  with Rule 457(h)(1) based
        on  prices  ranging  from  $15.50 to  $24.38  at which an  aggregate  of
        1,001,930 options issued under the 1996 Incentive  Compensation Plan may
        be exercised.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  document(s)  containing the  information  specified in this Part I
will be sent or given to employees as  specified by Rule  428(b)(1)  promulgated
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents  need not be 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.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The following documents filed by Linens'n Things, Inc.  ("Registrant")
with  the  Commission  are  incorporated  by  reference  in  this   Registration
Statement:

         1.   The  Registrant's  Annual  Report on Form 10-K for the year  ended
              December 31, 1996.

         2.   The Description of the Registrant's  Common Stock contained in the
              Registration  Statement  on  Form  S-1  (No.  333-12267)  declared
              effective by the Commission on November 26, 1996.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  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,  hereby are incorporated  herein by reference and shall be deemed 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.

         Section  145  of the  Delaware  General  Corporation  Act  permits  the
Registrant  to  indemnify  officers,  directors or  employees  against  expenses
(including attorney's fees), judgments,  fines and amounts paid in settlement in
connection with legal proceedings "if {as to any officer,  director or employee}
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best  interests  of the  corporation,  and,  with respect to any
criminal act or proceeding,  had no reasonable  cause to believe his conduct was
unlawful,"  provided  that with  respect to actions  by, or in the right of, the
corporation  against,  such individuals,  indemnification is not permitted as to
any matter as to which such person "shall have been adjudged to be liable to the
corporation,  unless,  and only to the extent that, the Court of Chancery or the
court in which such action or suit was brought shall determine upon  application
that,   despite  the  adjudication  of  liability,   but  in  view  of  all  the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper." Individuals who are successful in the defense of such action
are entitled to indemnity  for such expenses  reasonably  incurred in connection
therewith.

         The By-Laws of the  Registrant  require  the  Registrant  to  indemnify
directors  and  officers  against  liabilities  which  they may incur  under the
circumstances set forth in the preceding paragraph.

         The Registrant  maintains  standard  policies of insurance  under which
coverage is provided (a) to its directors and officers against loss arising from
claims made by reason of breach of duty or other  wrongful  act,  and (b) to the
Registrant  with respect to payments which may be made by the Registrant to such
officers  and  directors  pursuant  to the above  indemnification  provision  or
otherwise as a matter of law.

         The  underwriting  agreement  filed as  Exhibit  1 to the  Registrant's
Registration  Statement on Form S-1 (No. 333-12267) provides for indemnification
of  directors  and  officers  of  the  Registrant  by  the  underwriters  of the
Registrant's initial public offering against certain liabilities.

ITEM 7.      Exemption from Registration Claimed.

             Not applicable.

ITEM 8.      Exhibits.

         5    Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of the
              securities being registered.

         23(a) Consent of KPMG Peat Marwick LLP.

         23(b)Consent of Pitney,  Hardin,  Kipp & Szuch  (included  in Exhibit 5
              hereto).

         99   1996 Incentive  Compensation  Plan  (incorporated  by reference to
              Exhibits  filed with the  Registrant's  Registration  Statement on
              Form S-1 (No. 333-12267),  declared effective by the Commission on
              November 26, 1996).

ITEM 9.       Undertakings.

         1.   The undersigned Registrant hereby undertakes:

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

                     (b) That, for purposes 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.

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

         2.   The undersigned Registrant hereby undertakes that, for 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 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.

         3.   Insofar  as  indemnification  for  liabilities  arising  under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling  persons of the  Registrant  pursuant to the foregoing
              provisions,  or otherwise, the Registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is against  public policy as expressed in the Act
              and is,  therefore,  unenforceable.  In the event that a claim for
              indemnification  against such liabilities  (other than the payment
              by the  Registrant  of  expenses  incurred  or paid by a director,
              officer or controlling  person of the Registrant in the successful
              defense of any  action,  suit or  proceeding)  is asserted by such
              director,  officer or  controlling  person in connection  with the
              securities being  registered,  the Registrant will,  unless in the
              opinion of its counsel the matter has been settled by  controlling
              precedent,  submit  to a court  of  appropriate  jurisdiction  the
              question  whether  such  indemnification  by it is against  public
              policy as  expressed  in the Act and will be governed by the final
              adjudication of such issue.
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  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 Clifton, State of New Jersey, on this 6th day of
May, 1997.

                                   LINENS'N THINGS, INC.

                                   By:  /S/ NORMAL AXELROD
                                        -----------------------
                                        Norman Axelrod
                                        Chairman, President and
                                        Chief Executive Officer

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

Signature                           Title                              Date

/S/ NORMAN AXELROD
-------------------------                                           May 6, 1997
Norman Axelrod                Chairman, President and
                              Chief Executive Officer

/S/ CHARLES C. CONAWAY
-------------------------                                           May 6, 1997
Charles C. Conaway                  Director

/S/ STANLEY P. GOLDSTEIN
-------------------------                                           May 6, 1997
Stanley P. Goldstein                Director

/S/ PHILIP E. BEEKMAN
------------------------                                            May 6, 1997
Philip E. Beekman                   Director

/S/ JAMES M. TOMASZEWSKI
------------------------                                            May 6, 1997
James M. Tomaszewski          Senior Vice President, Chief
                              Financial Officer (Principal
                              Financial Officer)

/S/ WILLIAM T. GILES
------------------------                                            May 6, 1997
William T. Giles           Vice President, Finance, Controller
                              (Principal Accounting Officer)
INDEX TO EXHIBITS

   Exhibit No.                Description

         5        Opinion of Pitney, Hardin, Kipp & Szuch

         23(a)    Consent of KPMG Peat Marwick LLP

         23(b)    Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                  hereto).

         99       1996 Incentive Compensation Plan (incorporated by reference to
                  Exhibits filed with the Registrant's Registration Statement on
                  Form S-1 (No. 333-12267), declared effective by the Commission
                  on November 26, 1996).