As filed with the Securities and Exchange Commission
                               on January 29, 1997
                              Registration No. 333


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                                 Sussex Bancorp
             (Exact name of registrant as specified in its charter)

                                   New Jersey
         (State or other jurisdiction of incorporation or organization)

                                   22-3475473
                      (I.R.S. Employer Identification No.)

399 State Highway 23, Franklin, New Jersey                       07416
(Address of principal executive offices)                       (Zip code)

                        1995 Incentive Stock Option Plan
                1995 Stock Option Plan for Non-Employee Directors
                      1988 Non-Qualified Stock Option Plan
                            (Full title of the plan)


                                Donald L. Kovach
                                 Sussex Bancorp
                              399 State Highway 23
                           Franklin, New Jersey 07416
                     (Name and address of agent for service)
                                 (201) 827-2914
          (Telephone number, including area code, of agent for service)



                       CALCULATION OF REGISTRATION FEE 

                                       Proposed     Proposed
                                       maximum      maximum
Title                   Amount         offering     aggregate      Amount of
of securities           to be          price per    offering       registration
to be registered        registered     share(2)     price          fee
----------------        ----------     --------     -----          ---
 
Common Stock,           127,762(1)     $ 11.81      $1,508,870    $ 458
par value
 
<PAGE>
     (1)  Maximum  number of shares  authorized  for  issuance  pursuant  to the
exercise of options under Registrant's 1995 Stock Option Plan, 1995 Stock Option
Plan  for  Non-Employee  Directors  and 1988  Non-Qualified  Stock  Option  Plan
(collectively  the "Plans").  This  Registration  Statement also relates to such
indeterminate  number of additional  shares of Common Stock of the Registrant as
may be  issuable  as a result  of  stock  splits,  stock  dividends  or  similar
transactions, as described in such Plans.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
and based upon the book value of the Registrant's stock as of December 31, 1997,
in accordance with Rule 457(h)(1).
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

Item 3.           Incorporation of Documents by Reference.

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

         (a) the audited financial  statements of Sussex County State Bank as of
         and for the years ended  December  31, 1994 and 1995 and the  unaudited
         financial  statements as of and for the nine months ended September 30,
         1995 and 1996,  included as exhibits to the  Registrant's  Registration
         Statement  on Form  8-B,  as filed  with the  Securities  and  Exchange
         Commission on December 13, 1996; and

         (c) the description of the Registrant's  Common Stock, no par value per
         share,  contained in the  Registrant's  Registration  Statement on Form
         8-B, as filed with the Securities  and Exchange  Commission on December
         13, 1996.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the respective dates 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
incorporated  or is deemed to be  incorporated  by reference  herein modified or
superseded  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  Certificate of Incorporation  requires
the  Registrant to indemnify its officers,  directors,  employees and agents and
former officers, directors,  employees and agents, and any other persons serving
at the request of the Registrant as an officer,  director,  employee or agent of
another corporation,  association,  partnership,  joint venture, trust, or other
enterprise,  against expenses (including attorneys' fees,  judgments,  fines and
amounts  paid  in  settlement)  incurred  in  connection  with  any  pending  or
threatened action, suit, or proceeding, whether civil, criminal,  administrative
or investigative,  with respect to which such officer, director, employee, agent
or other person is a party,  or is  threatened  to be made a party,  to the full
extent permitted by the New Jersey Business Corporation Act (the "Act").
<PAGE>
         The Registrant's  Certificate of  Incorporation  also provides that the
Registrant  may  purchase  and  maintain  insurance  on behalf of any  person or
persons enumerated in Article VII thereof against any liability asserted against
or incurred by such person or persons  arising out of their  status as corporate
directors,  officers,  employees,  or agents whether or not the Registrant would
have the power to indemnify them against such liability  under the provisions of
this article.

         Section  14A:3-5 of the Act gives a  corporation  the power,  without a
specific  authorization  in its  certificate  of  incorporation  or by-laws,  to
indemnify a director,  officer,  employee or agent (a "corporate agent") against
expenses  and  liabilities  incurred in  connection  with  certain  proceedings,
involving  the  corporate  agent by reason  of his  being or having  been such a
corporate agent,  provided that with regard to a proceeding other than one by or
in the right of the  corporation,  the  corporate  agent must have acted in good
faith and in the manner reasonably  believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding,  such
corporate agent had no reasonable cause to believe his conduct was unlawful.  In
such  proceeding,  termination of a proceeding by judgment,  order,  settlement,
conviction or upon plea of nolo  contendere or its equivalent does not of itself
create a  presumption  that any such  corporate  agent  failed to meet the above
applicable  standards of conduct.  The indemnification  provided by the Act does
not  exclude  any  rights to which a  corporate  agent may be  entitled  under a
certificate  of  incorporation,  by-law,  agreement,  vote  of  shareholders  or
otherwise.  No indemnification,  other than that required when a corporate agent
is successful on the merits or otherwise in any of the above  proceedings  shall
be allowed if such indemnification would be inconsistent with a provision of the
certificate of incorporation, a by-law or a resolution of the board of directors
or of the shareholders,  an agreement or other proper corporate action in effect
at the time of the  accrual  of the  alleged  cause of action  which  prohibits,
limits or otherwise  conditions  the exercise of  indemnification  powers by the
corporation or the rights of  indemnification  to which a corporate agent may be
entitled.


Item 7.           Exemption from Registration Claimed.

         Not applicable.

<PAGE>
Item 8.           Exhibits.

         The following exhibits are filed with this Registration Statement:

    Exhibit Number                      Description of Exhibit
    --------------                      ----------------------

         4(a)                       1995 Incentive Stock Option Plan*

         4(b)                       1995 Stock Option Plan for Non-Employee
                                    Directors*

         4(c)                       1988 Non-Qualified Stock Purchase Plan*

         5(a)                       Opinion of McCarter & English

         23(a)                      Consent of McCarter & English (included in
                                    the opinion filed as Exhibit 5(a) hereto)

         23(b)                      Consent of Arthur Andersen LLP


*  Incorporated  by  reference  from  Exhibits  10(a),  10(b)  and  10(c) to the
Registrant's  Registration  Statement on Form 8-B, filed with the Securities and
Exchange Commission on December 13, 1996.


Item 9.           Undertakings

         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 and 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,

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

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

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
         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,  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 Franklin, New Jersey, on January 15, 1997.




                                              By:/s/Donald L. Kovach
                                                    ---------------- 
                                                    Donald L. Kovach, President
                                                   (Principal Executive Officer)


         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 date indicated.
<TABLE>
<CAPTION>
   Name                                           Title                             Date
   ----                                           -----                             ----
<S>                                         <C>                                 <C>
/s/Donald L. Kovach                         President, Principal                January 15, 1997
-------------------                         Executive Officer and
Donald L. Kovach                            Director


/s/William E. Kulsar                        Director                            January 15, 1997
--------------------                                         
William E. Kulsar


/s/Irvin Ackerson                           Director                            January 15, 1997
------------------                                       
Irvin Ackerson


/s/Joel D. Marvil                           Director                            January 15, 1997
-----------------                                          
Joel D. Marvil


/s/Richard Scott                            Director                            January 15, 1997
----------------                                         
Richard Scott


/s/Joseph Zitone                            Director                            January 15, 1997
----------------                                        
Joseph Zitone


/s/Candace A. Leatham                       Senior Vice President               January 15, 1997
---------------------                       (Principal Financial                
Candace A. Leatham                          and Accounting Officer)
</TABLE>
<PAGE>

               EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8

                                       OF

                                 SUSSEX BANCORP



    Exhibit No.                Name of Document                               
    -----------                ----------------                               

        4(a)          1995 Incentive Stock Option Plan*

        4(b)          1995 Stock Option Plan for Non-Employee Directors*

        4(c)          1988 Non-Qualified Stock Option Plan*

        5(a)          Opinion of McCarter & English

       23(a)          Consent of McCarter & English (included
                      in the opinion filed as Exhibit 5(a) hereto)

       23(b)          Consent of Arthur Andersen LLP




*    Incorporated  by  reference  from  Exhibits  10(a),  10(b) and 10(c) to the
     Registrant's  Registration Statement on Form 8-B, filed with the Securities
     and Exchange Commission on December 13, 1996.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16000}]
{"company-data": {"conformed-name": "SUSSEX BANCORP", "cik": "0001028954", "assigned-sic": "6022", "irs-number": "223475473", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20603", "film-number": "97512760"}, "business-address": {"street1": "399 RTE 23", "street2": "9", "city": "FRANKLIN", "state": "NJ", "zip": "07416", "phone": "2018272917"}, "mail-address": {"street1": "399 RTE 23", "city": "FRANKLIN", "state": "NJ", "zip": "07416"}}
As filed with the Securities and Exchange Commission
                               on January 29, 1997
                              Registration No. 333

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 Sussex Bancorp
             (Exact name of registrant as specified in its charter)

                                   New Jersey
         (State or other jurisdiction of incorporation or organization)

                                   22-3475473
                      (I.R.S. Employer Identification No.)

399 State Highway 23, Franklin, New Jersey                       07416
(Address of principal executive offices)                       (Zip code)

                        1995 Incentive Stock Option Plan
                1995 Stock Option Plan for Non-Employee Directors
                      1988 Non-Qualified Stock Option Plan
                            (Full title of the plan)

                                Donald L. Kovach
                                 Sussex Bancorp
                              399 State Highway 23
                           Franklin, New Jersey 07416
                     (Name and address of agent for service)
                                 (201) 827-2914
          (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE 

                                       Proposed     Proposed
                                       maximum      maximum
Title                   Amount         offering     aggregate      Amount of
of securities           to be          price per    offering       registration
to be registered        registered     share(2)     price          fee
----------------        ----------     --------     -----          ---
 
Common Stock,           127,762(1)     $ 11.81      $1,508,870    $ 458
par value
(1)  Maximum  number of shares  authorized  for  issuance  pursuant  to the
exercise of options under Registrant's 1995 Stock Option Plan, 1995 Stock Option
Plan  for  Non-Employee  Directors  and 1988  Non-Qualified  Stock  Option  Plan
(collectively  the "Plans").  This  Registration  Statement also relates to such
indeterminate  number of additional  shares of Common Stock of the Registrant as
may be  issuable  as a result  of  stock  splits,  stock  dividends  or  similar
transactions, as described in such Plans.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
and based upon the book value of the Registrant's stock as of December 31, 1997,
in accordance with Rule 457(h)(1).
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

Item 3.           Incorporation of Documents by Reference.

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

         (a) the audited financial  statements of Sussex County State Bank as of
         and for the years ended  December  31, 1994 and 1995 and the  unaudited
         financial  statements as of and for the nine months ended September 30,
         1995 and 1996,  included as exhibits to the  Registrant's  Registration
         Statement  on Form  8-B,  as filed  with the  Securities  and  Exchange
         Commission on December 13, 1996; and

         (c) the description of the Registrant's  Common Stock, no par value per
         share,  contained in the  Registrant's  Registration  Statement on Form
         8-B, as filed with the Securities  and Exchange  Commission on December
         13, 1996.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the respective dates 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
incorporated  or is deemed to be  incorporated  by reference  herein modified or
superseded  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  Certificate of Incorporation  requires
the  Registrant to indemnify its officers,  directors,  employees and agents and
former officers, directors,  employees and agents, and any other persons serving
at the request of the Registrant as an officer,  director,  employee or agent of
another corporation,  association,  partnership,  joint venture, trust, or other
enterprise,  against expenses (including attorneys' fees,  judgments,  fines and
amounts  paid  in  settlement)  incurred  in  connection  with  any  pending  or
threatened action, suit, or proceeding, whether civil, criminal,  administrative
or investigative,  with respect to which such officer, director, employee, agent
or other person is a party,  or is  threatened  to be made a party,  to the full
extent permitted by the New Jersey Business Corporation Act (the "Act").
The Registrant's  Certificate of  Incorporation  also provides that the
Registrant  may  purchase  and  maintain  insurance  on behalf of any  person or
persons enumerated in Article VII thereof against any liability asserted against
or incurred by such person or persons  arising out of their  status as corporate
directors,  officers,  employees,  or agents whether or not the Registrant would
have the power to indemnify them against such liability  under the provisions of
this article.

         Section  14A:3-5 of the Act gives a  corporation  the power,  without a
specific  authorization  in its  certificate  of  incorporation  or by-laws,  to
indemnify a director,  officer,  employee or agent (a "corporate agent") against
expenses  and  liabilities  incurred in  connection  with  certain  proceedings,
involving  the  corporate  agent by reason  of his  being or having  been such a
corporate agent,  provided that with regard to a proceeding other than one by or
in the right of the  corporation,  the  corporate  agent must have acted in good
faith and in the manner reasonably  believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding,  such
corporate agent had no reasonable cause to believe his conduct was unlawful.  In
such  proceeding,  termination of a proceeding by judgment,  order,  settlement,
conviction or upon plea of nolo  contendere or its equivalent does not of itself
create a  presumption  that any such  corporate  agent  failed to meet the above
applicable  standards of conduct.  The indemnification  provided by the Act does
not  exclude  any  rights to which a  corporate  agent may be  entitled  under a
certificate  of  incorporation,  by-law,  agreement,  vote  of  shareholders  or
otherwise.  No indemnification,  other than that required when a corporate agent
is successful on the merits or otherwise in any of the above  proceedings  shall
be allowed if such indemnification would be inconsistent with a provision of the
certificate of incorporation, a by-law or a resolution of the board of directors
or of the shareholders,  an agreement or other proper corporate action in effect
at the time of the  accrual  of the  alleged  cause of action  which  prohibits,
limits or otherwise  conditions  the exercise of  indemnification  powers by the
corporation or the rights of  indemnification  to which a corporate agent may be
entitled.

Item 7.           Exemption from Registration Claimed.

         Not applicable.
Item 8.           Exhibits.

         The following exhibits are filed with this Registration Statement:

    Exhibit Number                      Description of Exhibit
    --------------                      ----------------------

         4(a)                       1995 Incentive Stock Option Plan*

         4(b)                       1995 Stock Option Plan for Non-Employee
                                    Directors*

         4(c)                       1988 Non-Qualified Stock Purchase Plan*

         5(a)                       Opinion of McCarter & English

         23(a)                      Consent of McCarter & English (included in
                                    the opinion filed as Exhibit 5(a) hereto)

         23(b)                      Consent of Arthur Andersen LLP

*  Incorporated  by  reference  from  Exhibits  10(a),  10(b)  and  10(c) to the
Registrant's  Registration  Statement on Form 8-B, filed with the Securities and
Exchange Commission on December 13, 1996.

Item 9.           Undertakings

         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 and 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,

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

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

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
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.
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,  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 Franklin, New Jersey, on January 15, 1997.

                                              By:/s/Donald L. Kovach
                                                    ---------------- 
                                                    Donald L. Kovach, President
                                                   (Principal Executive Officer)

         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 date indicated.
Name                                           Title                             Date
   ----                                           -----                             ----
/s/Donald L. Kovach                         President, Principal                January 15, 1997
-------------------                         Executive Officer and
Donald L. Kovach                            Director

/s/William E. Kulsar                        Director                            January 15, 1997
--------------------                                         
William E. Kulsar

/s/Irvin Ackerson                           Director                            January 15, 1997
------------------                                       
Irvin Ackerson

/s/Joel D. Marvil                           Director                            January 15, 1997
-----------------                                          
Joel D. Marvil

/s/Richard Scott                            Director                            January 15, 1997
----------------                                         
Richard Scott

/s/Joseph Zitone                            Director                            January 15, 1997
----------------                                        
Joseph Zitone

/s/Candace A. Leatham                       Senior Vice President               January 15, 1997
---------------------                       (Principal Financial                
Candace A. Leatham                          and Accounting Officer)
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8

                                       OF

                                 SUSSEX BANCORP

    Exhibit No.                Name of Document                               
    -----------                ----------------                               

        4(a)          1995 Incentive Stock Option Plan*

        4(b)          1995 Stock Option Plan for Non-Employee Directors*

        4(c)          1988 Non-Qualified Stock Option Plan*

        5(a)          Opinion of McCarter & English

       23(a)          Consent of McCarter & English (included
                      in the opinion filed as Exhibit 5(a) hereto)

       23(b)          Consent of Arthur Andersen LLP

*    Incorporated  by  reference  from  Exhibits  10(a),  10(b) and 10(c) to the
     Registrant's  Registration Statement on Form 8-B, filed with the Securities
     and Exchange Commission on December 13, 1996.