<PAGE>
 
                                                   Registration No. 33-_________

    As filed with the Securities and Exchange Commission on March 1, 1996.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    ________________________________________

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

                                EMC CORPORATION
             (Exact name of registrant as specified in its charter)

              Massachusetts                            04-2680009
          (State or other juris-                    (I.R.S. Employer
         diction of incorporation                  Identification No.)
            or organization)

                                171 South Street
                         Hopkinton, Massachusetts 01748
          (Address, including zip code of Principal Executive Offices)

               McDATA CORPORATION 1990 CLASS A STOCK OPTION PLAN
               McDATA CORPORATION 1990 CLASS B STOCK OPTION PLAN
                           (Full Title of the Plans)

                                 Paul T. Dacier
                       Vice President and General Counsel
                                EMC Corporation
                                171 South Street
                         Hopkinton, Massachusetts 01748
                                 (508) 435-1000
                      (Name, address and telephone number,
                   including area code, of agent for service)
                    ________________________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
Title of each class of                        Proposed maximum       Proposed maximum          Amount of 
  securities to be         Amount to be      offering price per     aggregate offering        registration  
   registered               registered            share(1)                price                   fee
--------------------------------------------------------------------------------------------------------------- 
<S>                       <C>                <C>                    <C>                        <C>
Common Stock, $.01 par
 value per share          493,400 shares          $11.42              $5,634,628.00            $1,942.98
===============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h)(1) based upon the maximum exercise price of options
    granted pursuant to the listed plans.
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:

          (a) the Registrant's latest Annual Report filed pursuant to Section
13(a) or 15(d) of the Exchange Act;

          (b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and

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

          In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents (such documents, and the documents enumerated above, being
hereinafter referred to as the "Incorporated Documents").  Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed Incorporated Document
or in any prospectus or prospectus supplement modifies or supersedes such
statement.


ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The legality of the shares of the Registrant's common stock being
registered pursuant to this Registration Statement will be passed upon for the
Registrant by Paul T. Dacier, Vice President and General Counsel of the
Registrant. As of December 31, 1995, Mr. Dacier was the beneficial owner (for
purposes of the Exchange Act) of 49,768 shares of the Registrant's common stock.

                                      II-1
<PAGE>
 
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Under Section 9 of the Amended and Restated Bylaws of the Registrant,
the Registrant shall, to the extent legally permissible, indemnify each of its
directors and officers (including persons who were at its request serving as
directors, officers or trustees of another organization or in any capacity with
respect to any employee benefit plan) against all liabilities and expenses,
including amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees, reasonably incurred by him in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his being or having been
such a director or officer, except with respect to any matter as to which he
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
Registrant (any person serving another organization in one or more of the
indicated capacities at the request of the Registrant who shall have acted in
good faith in the reasonable belief that his action was in the best interests of
such other organization to be deemed as having acted in such manner with respect
to the Registrant) or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan; provided, however, that as to
any matter disposed of by a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such compromise shall
be approved as in the best interests of the Registrant, after notice that it
involves such indemnification: (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in writing of
independent legal counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action was in the
best interests of the Registrant; or (c) by the holders of a majority of the
outstanding stock at the time  entitled to vote for directors, voting as a
single class, exclusive of any stock owned by any interested director or
officer.  Expenses, including counsel fees, reasonably incurred by any director
or officer in connection with the defense or disposition of any such action,
suit or other proceeding may be paid from time to time by the Registrant in
advance of the final disposition thereof upon receipt of an undertaking by such
director or officer to repay the amounts so paid to the Registrant if it is
ultimately determined that indemnification for such expenses is not authorized
under Section 9.  The right of indemnification provided by Section 9 shall not
be exclusive of or affect any other rights to which any director or officer may
be entitled.  As used in Section 9, the terms "director" and "officer" include
their respective heirs, executors and administrators, and an "interested"
director or officer is one against whom in such capacity the proceedings in
question or another proceeding on the same or similar grounds is then pending.
Nothing contained in Section 9 shall affect any rights to indemnification to
which corporate personnel other than directors and officers may be entitled by
contract or otherwise under law.

                                      II-2
<PAGE>
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


ITEM 8.   EXHIBITS.

     4.1  Form of stock certificate (incorporated by reference from the
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1987, as filed with the Commission on March 31, 1988).

     4.2  McDATA Corporation 1990 Class A Stock Option Plan.

     4.3  McDATA Corporation 1990 Class B Stock Option Plan.

     5.1  Opinion of Paul T. Dacier regarding the legality of the Common Stock
          being registered.

    23.1  Consent of Coopers & Lybrand L.L.P.

    23.2  Consent of Paul T. Dacier (included in the opinion filed as Exhibit
          5.1).

    25.1  Power of Attorney (included in Part II of this Registration Statement
          under the caption "Signatures").

ITEM 9.   UNDERTAKINGS.

          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.

          b.   That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.

                                      II-3
<PAGE>
 
          d.   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 Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in 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.

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

          f.   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.

                                      II-4
<PAGE>
 
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hopkinton, State of Massachusetts, on February 28,
1996.

                               EMC CORPORATION

                               By:  /s/ Richard J. Egan
                                    ------------------------
                                    Richard J. Egan, Chairman of the Board


    Each of the undersigned directors and/or officers of the Registrant, by
virtue of his or her signature to this Registration Statement appearing below,
hereby constitutes and appoints Michael C. Ruettgers, Colin G. Patteson and Paul
T. Dacier, and each of them singly, with full power of substitution and
resubstitution, as attorneys-in-fact in his or her name, place and stead to
execute any and all amendments to this Registration Statement in the capacity or
capacities set forth opposite his or her name and hereby ratifies all that said
attorneys-in-fact may do by virtue hereof.

    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.


SIGNATURE                 TITLE                                DATE
---------                 -----                                ----

/s/ Richard J. Egan       Chairman of the Board (Principal     February 28, 1996
------------------------   Executive Officer) and Director
Richard J. Egan            


/s/ Michael C. Ruettgers  President, Chief Executive Officer   February 28, 1996
------------------------   and Director
Michael C. Ruettgers         


/s/ John R. Egan          Executive Vice President, Sales and  February 28, 1996
----------------------     Director
John R. Egan             


/s/ Colin G. Patteson     Vice President and Chief Financial   February 28, 1996
---------------------      Officer (Principal Financial 
Colin G. Patteson          Officer)
 
 
/s/ William J. Teuber    Vice President and Controller         February 28, 1996
-----------------------   (Principal Accounting Officer)
William J. Teuber        
                                    

                                      II-5
<PAGE>
 
-----------------------  Director                              February 28, 1996
W. Paul Fitzgerald

 
/s/ Joseph F. Oliveri    Director                              February 28, 1996
-----------------------
Joseph F. Oliveri

 
/s/ Michael J. Cronin    Director                              February 28, 1996
-----------------------
Michael J. Cronin
 

/s/ Maureen E. Egan      Director                              February 28, 1996
-----------------------
Maureen E. Egan
 
                         Director                              February 28, 1996
-----------------------
John F. Cunningham

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16258}]
{"company-data": {"conformed-name": "EMC CORP", "cik": "0000790070", "assigned-sic": "3577", "irs-number": "042680009", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01375", "film-number": "96530159"}, "business-address": {"street1": "171 SOUTH STREET", "city": "HOPKINTON", "state": "MA", "zip": "01748-9103", "phone": "5084351000"}, "mail-address": {"street1": "171 SOUTH STREET", "city": "HOPKINTON", "state": "MA", "zip": "01748-9103"}}
Registration No. 33-_________

    As filed with the Securities and Exchange Commission on March 1, 1996.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    ________________________________________

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

                                EMC CORPORATION
             (Exact name of registrant as specified in its charter)

              Massachusetts                            04-2680009
          (State or other juris-                    (I.R.S. Employer
         diction of incorporation                  Identification No.)
            or organization)

                                171 South Street
                         Hopkinton, Massachusetts 01748
          (Address, including zip code of Principal Executive Offices)

               McDATA CORPORATION 1990 CLASS A STOCK OPTION PLAN
               McDATA CORPORATION 1990 CLASS B STOCK OPTION PLAN
                           (Full Title of the Plans)

                                 Paul T. Dacier
                       Vice President and General Counsel
                                EMC Corporation
                                171 South Street
                         Hopkinton, Massachusetts 01748
                                 (508) 435-1000
                      (Name, address and telephone number,
                   including area code, of agent for service)
                    ________________________________________

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
Title of each class of                        Proposed maximum       Proposed maximum          Amount of 
  securities to be         Amount to be      offering price per     aggregate offering        registration  
   registered               registered            share(1)                price                   fee
---------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
 value per share          493,400 shares          $11.42              $5,634,628.00            $1,942.98
===============================================================================================================
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h)(1) based upon the maximum exercise price of options
    granted pursuant to the listed plans.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:

          (a) the Registrant's latest Annual Report filed pursuant to Section
13(a) or 15(d) of the Exchange Act;

          (b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and

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

          In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents (such documents, and the documents enumerated above, being
hereinafter referred to as the "Incorporated Documents").  Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed Incorporated Document
or in any prospectus or prospectus supplement modifies or supersedes such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The legality of the shares of the Registrant's common stock being
registered pursuant to this Registration Statement will be passed upon for the
Registrant by Paul T. Dacier, Vice President and General Counsel of the
Registrant. As of December 31, 1995, Mr. Dacier was the beneficial owner (for
purposes of the Exchange Act) of 49,768 shares of the Registrant's common stock.

                                      II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Under Section 9 of the Amended and Restated Bylaws of the Registrant,
the Registrant shall, to the extent legally permissible, indemnify each of its
directors and officers (including persons who were at its request serving as
directors, officers or trustees of another organization or in any capacity with
respect to any employee benefit plan) against all liabilities and expenses,
including amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees, reasonably incurred by him in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his being or having been
such a director or officer, except with respect to any matter as to which he
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
Registrant (any person serving another organization in one or more of the
indicated capacities at the request of the Registrant who shall have acted in
good faith in the reasonable belief that his action was in the best interests of
such other organization to be deemed as having acted in such manner with respect
to the Registrant) or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan; provided, however, that as to
any matter disposed of by a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such compromise shall
be approved as in the best interests of the Registrant, after notice that it
involves such indemnification: (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in writing of
independent legal counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action was in the
best interests of the Registrant; or (c) by the holders of a majority of the
outstanding stock at the time  entitled to vote for directors, voting as a
single class, exclusive of any stock owned by any interested director or
officer.  Expenses, including counsel fees, reasonably incurred by any director
or officer in connection with the defense or disposition of any such action,
suit or other proceeding may be paid from time to time by the Registrant in
advance of the final disposition thereof upon receipt of an undertaking by such
director or officer to repay the amounts so paid to the Registrant if it is
ultimately determined that indemnification for such expenses is not authorized
under Section 9.  The right of indemnification provided by Section 9 shall not
be exclusive of or affect any other rights to which any director or officer may
be entitled.  As used in Section 9, the terms "director" and "officer" include
their respective heirs, executors and administrators, and an "interested"
director or officer is one against whom in such capacity the proceedings in
question or another proceeding on the same or similar grounds is then pending.
Nothing contained in Section 9 shall affect any rights to indemnification to
which corporate personnel other than directors and officers may be entitled by
contract or otherwise under law.

                                      II-2
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

     4.1  Form of stock certificate (incorporated by reference from the
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1987, as filed with the Commission on March 31, 1988).

     4.2  McDATA Corporation 1990 Class A Stock Option Plan.

     4.3  McDATA Corporation 1990 Class B Stock Option Plan.

     5.1  Opinion of Paul T. Dacier regarding the legality of the Common Stock
          being registered.

    23.1  Consent of Coopers & Lybrand L.L.P.

    23.2  Consent of Paul T. Dacier (included in the opinion filed as Exhibit
          5.1).

    25.1  Power of Attorney (included in Part II of this Registration Statement
          under the caption "Signatures").

ITEM 9.   UNDERTAKINGS.

          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.

          b.   That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.

                                      II-3
d.   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 Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in 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.

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

          f.   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.

                                      II-4
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hopkinton, State of Massachusetts, on February 28,
1996.

                               EMC CORPORATION

                               By:  /s/ Richard J. Egan
                                    ------------------------
                                    Richard J. Egan, Chairman of the Board

    Each of the undersigned directors and/or officers of the Registrant, by
virtue of his or her signature to this Registration Statement appearing below,
hereby constitutes and appoints Michael C. Ruettgers, Colin G. Patteson and Paul
T. Dacier, and each of them singly, with full power of substitution and
resubstitution, as attorneys-in-fact in his or her name, place and stead to
execute any and all amendments to this Registration Statement in the capacity or
capacities set forth opposite his or her name and hereby ratifies all that said
attorneys-in-fact may do by virtue hereof.

    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.

SIGNATURE                 TITLE                                DATE
---------                 -----                                ----

/s/ Richard J. Egan       Chairman of the Board (Principal     February 28, 1996
------------------------   Executive Officer) and Director
Richard J. Egan            

/s/ Michael C. Ruettgers  President, Chief Executive Officer   February 28, 1996
------------------------   and Director
Michael C. Ruettgers         

/s/ John R. Egan          Executive Vice President, Sales and  February 28, 1996
----------------------     Director
John R. Egan             

/s/ Colin G. Patteson     Vice President and Chief Financial   February 28, 1996
---------------------      Officer (Principal Financial 
Colin G. Patteson          Officer)
 
 
/s/ William J. Teuber    Vice President and Controller         February 28, 1996
-----------------------   (Principal Accounting Officer)
William J. Teuber        
                                    

                                      II-5
-----------------------  Director                              February 28, 1996
W. Paul Fitzgerald

 
/s/ Joseph F. Oliveri    Director                              February 28, 1996
-----------------------
Joseph F. Oliveri

 
/s/ Michael J. Cronin    Director                              February 28, 1996
-----------------------
Michael J. Cronin
 

/s/ Maureen E. Egan      Director                              February 28, 1996
-----------------------
Maureen E. Egan
 
                         Director                              February 28, 1996
-----------------------
John F. Cunningham

                                      II-6