<PAGE>
 
     As filed with the Securities and Exchange Commission on June 28, 1995

                                                        Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


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

================================================================================


                        ICF KAISER INTERNATIONAL, INC.
              (Exact name of issuer as specified in its charter)

               Delaware                                      54-1437073
       (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                    Identification No.)

                               9300 Lee Highway
                         Fairfax, Virginia  22031-1207
         (Address of Principal Executive Offices, including Zip Code)


                        ICF KAISER INTERNATIONAL, INC.
            CONSULTANTS, AGENTS, AND PART-TIME EMPLOYEES STOCK PLAN
                           (Full title of the plan)


                             Paul Weeks, II, Esq.
             Senior Vice President, General Counsel and Secretary
                        ICF KAISER INTERNATIONAL, INC.
                9300 Lee Highway, Fairfax, Virginia  22031-1207
                                (703) 934-3600
          (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
==================================================================================================================
                                          Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------------
                                                Proposed maximum       Proposed maximum                          
Title of Securities        Amount to be          offering price       aggregate offering        Amount of        
 to be Registered           Registered             per share                 price           Registration fee    
==================================================================================================================
<S>                       <C>                   <C>                   <C>                    <C>               
Common Stock              1,000,000 shares*     $4.375 per share**       $4,375,000.00          $1,508.62      
- ------------------------------------------------------------------------------------------------------------------
Preferred Stock                  ***                   N/A                   N/A                   N/A           
 Purchase Rights
==================================================================================================================
</TABLE>

*    This Registration Statement also covers such additional shares of Common
     Stock as may be issuable pursuant to adjustments deemed necessary or
     equitable by the Board of Directors of the Registrant upon stock splits,
     stock dividends, or other similar changes in capitalization, as provided in
     Section 7 of the ICF Kaiser International, Inc. Consultants, Agents, and
     Part-time Employees Stock Option Plan.

**   Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and Rule 457(h), based on the average of the high
     and low sales prices for the Common Stock on June 23, 1995, as reported on
     the New York Stock Exchange Composite Tape.

***  Each share of Common Stock issued by the Registrant has one associated non-
     detachable Preferred Stock Purchase Right.
 
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by ICF Kaiser
International, Inc. (the "Company" or the "Registrant") (Commission File No. 1-
12248) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

       (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1995;

       (b)  The "Description of Capital Stock" section in the Company's
            Registration Statement on Form S-1 (Reg. No. 33-51677) filed with
            the Commission on December 23, 1993.

       All documents filed with the Commission subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents with the Commission.


ITEM 4. DESCRIPTION OF SECURITIES

       Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

       Paul Weeks, II, Senior Vice President, General Counsel, and Secretary of
the Company, has passed on the legality of the Common Stock offered hereby for
the Company. As of June 23, 1995, Mr. Weeks owned 34,626 shares of the Company's
Common Stock (6,088 of which are held by the Company's Employee Stock Ownership
Plan and allocated to his account and 863 of which are in his directed
investment account under the Company's Retirement Plan). Mr. Weeks has been
granted options under the Company's Stock Incentive Plan for 11,667 shares of
Common Stock, of which options for 9,667 shares were exercisable as of or within
60 days of June 23, 1995.


ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

       Under the Delaware General Corporation Law ("Delaware Law"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to an action by reason of the person's past or present service
as a director, officer, employee, or agent of the corporation or of the person's
past or present service, at the corporation's request, as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise. Under the Delaware Law, a corporation may indemnify such
persons against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement that are actually and reasonably incurred by that
person in connection with such action. The Delaware Law provides, however, that
such person must have acted in good faith and in a manner that such person
reasonably believed to be in (or not opposed to) the corporation's best
interests. In respect of any criminal

                                      -1-
<PAGE>
 
action or proceeding, an indemnifiable person must have no reasonable cause to
believe such conduct to be unlawful. In addition, the Delaware Law permits no
indemnification in any action by or in the right of the corporation where such
person has been adjudged liable to the corporation, unless, and only to the
extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for costs the court deems proper in spite of liability
adjudication.

       The sections of the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws relating to indemnification of
directors and officers provide for mandatory indemnification of directors and
officers on generally the same terms as permitted by the Delaware Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.


ITEM 8. EXHIBITS

       The exhibits listed below are listed according to the number assigned in
the table in Item 601 of Regulation S-K.

Exhibit No.    Description of Exhibit
- -----------    ----------------------

  5            Opinion of Paul Weeks, II, Senior Vice President, General
               Counsel, and Secretary of the Company, as to the legality of the
               securities to which this registration statement relates

  23(a)        Consent of Coopers & Lybrand L.L.P.

  23(b)        Consent of Paul Weeks, II (contained in Exhibit 5)

  24           Powers of Attorney (included on the signatures pages of this
               Registration Statement)

  99           ICF Kaiser International, Inc. Consultants, Agents, and Part-time
               Employees Stock Plan dated as of June 23, 1995.


ITEM 9. UNDERTAKINGS (NUMBERED AS IN ITEM 512 OF REGULATION S-K)

       (a)     The undersigned registrant hereby undertakes:

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

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

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the 

                                      -2-
<PAGE>
 
               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than a 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

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

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

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

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

        (h)    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.

                                      -3-
<PAGE>
 
                                  SIGNATURES


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



                                    ICF KAISER INTERNATIONAL, INC.
                                           (Registrant)
  

  Date:  June 23, 1995                     By  /s/ James O. Edwards
                                              ----------------------
                                               James O. Edwards,
                                    Chairman and Chief Executive Officer


- --------------------------------------------------------------------------------
                               POWER OF ATTORNEY
       Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas,
 Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway,
 and each of them severally, his or her true and lawful attorneys to execute (in
 the name of and on behalf of and as attorneys for the undersigned) this
 Registration Statement on Form S-8 and any and all amendments thereto, and to
 file the same, with all exhibits thereto and other documents in connection
 with, the Securities and Exchange Commission.
- --------------------------------------------------------------------------------


        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
 
  
                           (1) Principal executive officer
 

Date: June 23, 1995                           By   /s/ James O. Edwards
                                                --------------------------- 
                                                   James O. Edwards,
                                            Chairman and Chief Executive Officer
 
 
                     (2) Principal financial and accounting officer
 


Date: June 23, 1995                           By  /s/ Richard K. Nason
                                                -------------------------
                                                  Richard K. Nason,
                                             Executive Vice President and
                                               Chief Financial Officer

                                      -4-
<PAGE>
 
- --------------------------------------------------------------------------------
 
                               POWER OF ATTORNEY
     Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas,
 Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway,
 and each of them severally, his or her true and lawful attorneys to execute (in
 the name of and on behalf of and as attorneys for the undersigned) this
 Registration Statement on Form S-8 and any and all amendments thereto, and to
 file the same, with all exhibits thereto and other documents in connection
 with, the Securities and Exchange Commission.
- --------------------------------------------------------------------------------

 
                            (3) Board of Directors

Date: June 23, 1995                         By   /s/ Gian Andrea Botta
                                               -------------------------  
                                                 Gian Andrea Botta,
                                                      Director
                                            

Date: June 23, 1995                            By   /s/ Tony Coelho
                                                  ------------------- 
                                                    Tony Coelho,
                                                      Director
                                            

Date: June 23, 1995                         By   /s/ James O. Edwards
                                               -------------------------
                                                  James O. Edwards,
                                                      Director
                                            

Date: June 23, 1995                         By   /s/ Frederic V. Malek
                                               -------------------------
                                                  Frederic V. Malek,
                                                      Director
                                            

Date: June 23, 1995                            By
                                                  ___________________
                                                  Rebecca P. Mark,
                                                      Director
                                            

Date: June 23, 1995                          By  /s/ Richard K. Nason
                                                ------------------------
                                                  Richard K. Nason,
                                                      Director
                                            

Date: June 23, 1995                          By  /s/ Robert W. Page, Sr.
                                                -------------------------
                                                  Robert W. Page, Sr.
                                                      Director
                                            

Date: June 23, 1995                            By  /s/ Marc Tipermas
                                                  -----------------------
                                                    Marc Tipermas,
                                                        Director

                                      -5-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19163}]
{"company-data": {"conformed-name": "ICF KAISER INTERNATIONAL INC", "cik": "0000856200", "assigned-sic": "4955", "irs-number": "541437073", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60665", "film-number": "95550215"}, "business-address": {"street1": "9300 LEE HWY", "city": "FAIRFAX", "state": "VA", "zip": "22031", "phone": "7039343600"}, "mail-address": {"street1": "9300 LEE HWY", "city": "FAIRFAX", "state": "VA", "zip": "22031"}, "former-company": [{"former-conformed-name": "ICF INTERNATIONAL INC", "date-changed": "19920703"}, {"former-conformed-name": "AMERICAN CAPITAL & RESEARCH CORP /DE/", "date-changed": "19910314"}]}
As filed with the Securities and Exchange Commission on June 28, 1995

                                                        Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

================================================================================

                        ICF KAISER INTERNATIONAL, INC.
              (Exact name of issuer as specified in its charter)

               Delaware                                      54-1437073
       (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                    Identification No.)

                               9300 Lee Highway
                         Fairfax, Virginia  22031-1207
         (Address of Principal Executive Offices, including Zip Code)

                        ICF KAISER INTERNATIONAL, INC.
            CONSULTANTS, AGENTS, AND PART-TIME EMPLOYEES STOCK PLAN
                           (Full title of the plan)

                             Paul Weeks, II, Esq.
             Senior Vice President, General Counsel and Secretary
                        ICF KAISER INTERNATIONAL, INC.
                9300 Lee Highway, Fairfax, Virginia  22031-1207
                                (703) 934-3600
          (Name, address, and telephone number of agent for service)
==================================================================================================================
                                          Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------------
                                                Proposed maximum       Proposed maximum                          
Title of Securities        Amount to be          offering price       aggregate offering        Amount of        
 to be Registered           Registered             per share                 price           Registration fee    
==================================================================================================================
Common Stock              1,000,000 shares*     $4.375 per share**       $4,375,000.00          $1,508.62      
- ------------------------------------------------------------------------------------------------------------------
Preferred Stock                  ***                   N/A                   N/A                   N/A           
 Purchase Rights
==================================================================================================================
*    This Registration Statement also covers such additional shares of Common
     Stock as may be issuable pursuant to adjustments deemed necessary or
     equitable by the Board of Directors of the Registrant upon stock splits,
     stock dividends, or other similar changes in capitalization, as provided in
     Section 7 of the ICF Kaiser International, Inc. Consultants, Agents, and
     Part-time Employees Stock Option Plan.

**   Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and Rule 457(h), based on the average of the high
     and low sales prices for the Common Stock on June 23, 1995, as reported on
     the New York Stock Exchange Composite Tape.

***  Each share of Common Stock issued by the Registrant has one associated non-
     detachable Preferred Stock Purchase Right.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by ICF Kaiser
International, Inc. (the "Company" or the "Registrant") (Commission File No. 1-
12248) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

       (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1995;

       (b)  The "Description of Capital Stock" section in the Company's
            Registration Statement on Form S-1 (Reg. No. 33-51677) filed with
            the Commission on December 23, 1993.

       All documents filed with the Commission subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents with the Commission.

ITEM 4. DESCRIPTION OF SECURITIES

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

       Paul Weeks, II, Senior Vice President, General Counsel, and Secretary of
the Company, has passed on the legality of the Common Stock offered hereby for
the Company. As of June 23, 1995, Mr. Weeks owned 34,626 shares of the Company's
Common Stock (6,088 of which are held by the Company's Employee Stock Ownership
Plan and allocated to his account and 863 of which are in his directed
investment account under the Company's Retirement Plan). Mr. Weeks has been
granted options under the Company's Stock Incentive Plan for 11,667 shares of
Common Stock, of which options for 9,667 shares were exercisable as of or within
60 days of June 23, 1995.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

       Under the Delaware General Corporation Law ("Delaware Law"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to an action by reason of the person's past or present service
as a director, officer, employee, or agent of the corporation or of the person's
past or present service, at the corporation's request, as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise. Under the Delaware Law, a corporation may indemnify such
persons against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement that are actually and reasonably incurred by that
person in connection with such action. The Delaware Law provides, however, that
such person must have acted in good faith and in a manner that such person
reasonably believed to be in (or not opposed to) the corporation's best
interests. In respect of any criminal

                                      -1-
action or proceeding, an indemnifiable person must have no reasonable cause to
believe such conduct to be unlawful. In addition, the Delaware Law permits no
indemnification in any action by or in the right of the corporation where such
person has been adjudged liable to the corporation, unless, and only to the
extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for costs the court deems proper in spite of liability
adjudication.

       The sections of the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws relating to indemnification of
directors and officers provide for mandatory indemnification of directors and
officers on generally the same terms as permitted by the Delaware Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8. EXHIBITS

       The exhibits listed below are listed according to the number assigned in
the table in Item 601 of Regulation S-K.

Exhibit No.    Description of Exhibit
- -----------    ----------------------

  5            Opinion of Paul Weeks, II, Senior Vice President, General
               Counsel, and Secretary of the Company, as to the legality of the
               securities to which this registration statement relates

  23(a)        Consent of Coopers & Lybrand L.L.P.

  23(b)        Consent of Paul Weeks, II (contained in Exhibit 5)

  24           Powers of Attorney (included on the signatures pages of this
               Registration Statement)

  99           ICF Kaiser International, Inc. Consultants, Agents, and Part-time
               Employees Stock Plan dated as of June 23, 1995.

ITEM 9. UNDERTAKINGS (NUMBERED AS IN ITEM 512 OF REGULATION S-K)

       (a)     The undersigned registrant hereby undertakes:

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

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

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the 

                                      -2-
Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than a 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

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

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

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

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

        (h)    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.

                                      -3-
SIGNATURES

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

                                    ICF KAISER INTERNATIONAL, INC.
                                           (Registrant)
  

  Date:  June 23, 1995                     By  /s/ James O. Edwards
                                              ----------------------
                                               James O. Edwards,
                                    Chairman and Chief Executive Officer

- --------------------------------------------------------------------------------
                               POWER OF ATTORNEY
       Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas,
 Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway,
 and each of them severally, his or her true and lawful attorneys to execute (in
 the name of and on behalf of and as attorneys for the undersigned) this
 Registration Statement on Form S-8 and any and all amendments thereto, and to
 file the same, with all exhibits thereto and other documents in connection
 with, the Securities and Exchange Commission.
- --------------------------------------------------------------------------------

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
 
  
                           (1) Principal executive officer
 

Date: June 23, 1995                           By   /s/ James O. Edwards
                                                --------------------------- 
                                                   James O. Edwards,
                                            Chairman and Chief Executive Officer
 
 
                     (2) Principal financial and accounting officer
 

Date: June 23, 1995                           By  /s/ Richard K. Nason
                                                -------------------------
                                                  Richard K. Nason,
                                             Executive Vice President and
                                               Chief Financial Officer

                                      -4-
- --------------------------------------------------------------------------------
 
                               POWER OF ATTORNEY
     Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas,
 Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway,
 and each of them severally, his or her true and lawful attorneys to execute (in
 the name of and on behalf of and as attorneys for the undersigned) this
 Registration Statement on Form S-8 and any and all amendments thereto, and to
 file the same, with all exhibits thereto and other documents in connection
 with, the Securities and Exchange Commission.
- --------------------------------------------------------------------------------

 
                            (3) Board of Directors

Date: June 23, 1995                         By   /s/ Gian Andrea Botta
                                               -------------------------  
                                                 Gian Andrea Botta,
                                                      Director
                                            

Date: June 23, 1995                            By   /s/ Tony Coelho
                                                  ------------------- 
                                                    Tony Coelho,
                                                      Director
                                            

Date: June 23, 1995                         By   /s/ James O. Edwards
                                               -------------------------
                                                  James O. Edwards,
                                                      Director
                                            

Date: June 23, 1995                         By   /s/ Frederic V. Malek
                                               -------------------------
                                                  Frederic V. Malek,
                                                      Director
                                            

Date: June 23, 1995                            By
                                                  ___________________
                                                  Rebecca P. Mark,
                                                      Director
                                            

Date: June 23, 1995                          By  /s/ Richard K. Nason
                                                ------------------------
                                                  Richard K. Nason,
                                                      Director
                                            

Date: June 23, 1995                          By  /s/ Robert W. Page, Sr.
                                                -------------------------
                                                  Robert W. Page, Sr.
                                                      Director
                                            

Date: June 23, 1995                            By  /s/ Marc Tipermas
                                                  -----------------------
                                                    Marc Tipermas,
                                                        Director

                                      -5-