<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                               BE AEROSPACE, INC.
               (Exact name of issuer as specified in its charter)

          Delaware                                              06-1209796
-------------------------------                          -----------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)

                           1400 Corporate Center Way
                          Wellington, Florida  33414
                      -----------------------------------
          (Address of principal executive offices, including zip code)


                  AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                             ----------------------
                           (Full title of the plans)

                              Thomas P. McCaffrey
                            Chief Financial Officer
                           1400 Corporate Center Way
                           Wellington, Florida  33414
                              (407) 791-1266
             -----------------------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
      Title of           Amount        Proposed          Proposed      Amount of
     Securities          to be         maximum           maximum      registration
        to be          registered      offering         aggregate       fee/(2)/
     registered                        price per         offering
                                      share/(1)/        price/(1)/
----------------------------------------------------------------------------------
<S>                    <C>         <C>                <C>             <C>
Common Stock            1,550,000  $8.625 - $19.5625  $26,417,343.75     $8,005.00
par value, $.01 per
share
----------------------------------------------------------------------------------
</TABLE>

(1) The offering price for shares subject to options on the date hereof is the
actual exercise price of such options.  Of the 1,550,000 shares to be registered
hereunder, 152,500 shares are subject to options at an exercise price of $8.625
per share, 35,000 shares are subject to options at an exercise price of $8.875
per share and 200,000 shares are subject to options at an exercise price of
$10.25 per share.  The offering price for the remaining 1,162,500 shares not
subject to options on the date hereof, $19.5625 per share,  has been estimated
solely for the purpose of determining the registration fee pursuant to Rule
457(h) on the basis of the average of the high and low prices of BE Aerospace,
Inc. Common Stock, par value $0.01 per share, reported on the Nasdaq National
Market on October 9, 1996.
(2) Registration fee consists of $399.00 payable in respect of 152,500 shares
subject to options at an exercise price of $8.625 per share, plus $94.00
payable in respect of 35,000 shares subject to options at an exercise price of
$8.875 per share, plus $621.00 payable in respect of 200,000 shares subject to
option at an exercise price of $10.25, plus $6,891.00 payable in respect of
1,162,500 shares that have not  yet been subject to options on the date hereof.
<PAGE>
 
                                EXPLANATORY NOTE

This Registration Statement has been filed:

    (i) pursuant to General Instruction E on Form S-8, to register 1,050,000
additional securities to be offered pursuant to the Amended and Restated 1989
Stock Option Plan (the "1989 Plan") of BE Aerospace, Inc. (the "Registrant" or
the "Company").  A registration statement on Form S-8 (No. 33-38223), filed with
the Commission on December 14, 1990 to register 700,000 shares of common stock
offered pursuant to the 1989 Plan; a registration statement on Form S-8 (No. 33-
48119), filed with the Commission on May 26, 1992 to register an additional
300,000 shares of common stock offered pursuant to the 1989 Plan; and a
registration statement on Form S-8 (No. 33-72194), filed with the Commission on
November 26, 1993 for an additional 500,000 shares of common stock pursuant to
the 1989 Plan, are each currently effective and are each hereby incorporated
herein by reference; and

    (ii) pursuant to General Instruction A on Form S-8 to register 500,000
securities offered pursuant to the 1996 Stock Option Plan (the "1996 Plan") of
Registrant.

                                      -2-
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The Registrant hereby incorporates the following documents herein by
         reference:
 
(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         February 24, 1996 filed with the Commission on May 24, 1996.
 
(b)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended 
         May 25, 1996 filed with the Commission on June 24, 1996.
                             
(c)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended
         August 31, 1996 filed with the Commission on October 10, 1996.
 
(d)      The description of the common stock of the Registrant contained in the
         Prospectus as part of the Registrant's Registration Statement on Form 
         8-A (No. 0-18348) filed with the Commission on March 7, 1990 under
         Section 12 of the Exchange Act of 1934, as amended (the "Exchange
         Act.")
 
All other documents subsequently filed by the Registrant  pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment to this Registration Statement that indicates that all
securities offered 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 a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.
         ------------------------- 

         Not required.

Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

         No material interests.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

         (a) Section 145 of the Delaware Corporation Law, as amended, gives
Delaware corporations the power to indemnify each of their present and former
officers or directors under certain circumstances, if such person acted in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the corporation.

         (b) The Amended and Restated Certificate of Incorporation, as amended,
of the Registrant contains provisions that eliminate the personal liability of
each director to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for breaches of such
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware
Code or (iv) for any transaction from which such director derived an improper
personal benefit.

                                      -3-
<PAGE>
 
         (c) The Amended and Restated Certificate of Incorporation, as amended,
of the Registrant contains provisions to the general effect that each director
and officer shall be indemnified by the Registrant against liabilities and
expenses in connection with any threatened, pending or contemplated legal
proceeding to which he may be a party or with which he may become involved by
reason of being or having been an officer or director of the Registrant. Such
indemnification is authorized to the fullest extent permitted under the Delaware
General Corporation Law.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

         Not applicable.


Item 8.  Exhibits.
         -------- 

Exhibit List

5        Opinion of Ropes & Gray.

23       Consents

         23.1      Consent of Deloitte & Touche L.L.P.

         23.2      Consent of Ropes & Gray (contained in Exhibit 5).

24       Power of Attorney (included as part of the signature pages to this
         Registration Statement).

99       Other Exhibits.

         99.1      Amended and Restated 1989 Stock Option Plan, as amended.

         99.2      1996 Stock Option Plan.

Item 9.  Undertakings.
         ------------ 

         (a)       The undersigned Registrant hereby undertakes:

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

         (i)       To include any prospectus required by Section 10(a)(3) of the
Securities Act 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 and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                                      -4-
<PAGE>
 
         (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;

         (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 herein, 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.
                                               ---------                  

         (c)      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.

                                      -5-
<PAGE>
 
                                   SIGNATURES
                                        
    Pursuant to the requirements of the Securities Act of 1933, the Company
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 Wellington, Florida on this 9th day of October, 1996.

                                      BE Aerospace, Inc.



                                      By  /s/ ROBERT J. KHOURY
                                         -----------------------------------
                                       Robert  J. Khoury,
                                       Chief 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 as of the 9th day of October, 1996.  Each person whose signature
appears below hereby authorized each of Robert J. Khoury, Edmund J. Moriarty and
Thomas P. McCaffrey and appoints each of them singly his attorney-in-fact, each
with full power of substitution, to execute in his name, place and stead, in any
and all capacities, any post-effective amendment to this Registration Statement
and file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, making such further
changes in this Registration Statement as the Company deems appropriate.
 
<TABLE> 
<CAPTION> 

    Signature                                              Capacity
    ---------                                              --------  
<S>                                             <C> 
    /s/ ROBERT J. KHOURY                        Vice Chairman; Chief Executive Officer and Director
----------------------------------- 
   Robert J. Khoury                
                                    
    /s/ THOMAS P. MCCAFFREY                     Vice President and Chief Financial Officer
----------------------------------- 
   Thomas P. McCaffrey              
                                    
    /s/ PAUL E. FULCHINO                        President; Chief Operating Officer and Director
----------------------------------- 
   Paul E. Fulchino                 
                                    
   /s/ JIM C. COWART                            Director
-----------------------------------  
   Jim C. Cowart                    
                                    
                                                Director
  /s/ RICHARD G. HAMERMESH         
-----------------------------------
  Richard G. Hamermesh
 
</TABLE>

                                      -6-
<PAGE>
 
<TABLE>
<S>                                      <C>    <C> 
    /s/ AMIN J. KHOURY
-----------------------------------             Director (Chairman of the Board)
   Amin J. Khoury
 
    /s/ BRIAN H. ROWE                           Director
-----------------------------------  
   Brian H. Rowe
 
   /s/ HANSJOERG WYSS                    Director
-----------------------------------
    Hansjoerg Wyss 
</TABLE>

    Hansjoerg Wyss 

                                      -7-
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit List

<TABLE> 
<CAPTION> 

Number           Title of Exhibit                                   Page
-------          ----------------                                   ----
<S>      <C>     <C> 
             
 5               Opinion of Ropes & Gray.
             
23               Consents.
             
         23.1    Consent of Deloitte & Touche L.L.P.
             
         23.2    Consent of Ropes & Gray (contained in Exhibit 5).
             
24               Power of Attorney (included as part of the signature pages to
                 this Registration Statement).
             
99               Other Exhibits.
             
         99.1    Amended and Restated 1989 Stock Option Plan, as amended.
             
         99.2    1996 Stock Option Plan.

</TABLE> 

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17333}]
{"company-data": {"conformed-name": "BE AEROSPACE INC", "cik": "0000861361", "assigned-sic": "2531", "irs-number": "061209796", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14037", "film-number": "96642824"}, "business-address": {"street1": "1400 CORPORATE CENTER WAY", "city": "WELLINGTON", "state": "FL", "zip": "33414", "phone": "4077915000"}, "mail-address": {"street1": "1300 CORPORATE CENTER WAY", "street2": "1300 CORPORATE CENTER WAY", "city": "WELLINGTON", "state": "FL", "zip": "33414"}, "former-company": {"former-conformed-name": "BE AVIONICS INC", "date-changed": "19920608"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                               BE AEROSPACE, INC.
               (Exact name of issuer as specified in its charter)

          Delaware                                              06-1209796
-------------------------------                          -----------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)

                           1400 Corporate Center Way
                          Wellington, Florida  33414
                      -----------------------------------
          (Address of principal executive offices, including zip code)

                  AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                             ----------------------
                           (Full title of the plans)

                              Thomas P. McCaffrey
                            Chief Financial Officer
                           1400 Corporate Center Way
                           Wellington, Florida  33414
                              (407) 791-1266
             -----------------------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------
      Title of           Amount        Proposed          Proposed      Amount of
     Securities          to be         maximum           maximum      registration
        to be          registered      offering         aggregate       fee/(2)/
     registered                        price per         offering
                                      share/(1)/        price/(1)/
----------------------------------------------------------------------------------
Common Stock            1,550,000  $8.625 - $19.5625  $26,417,343.75     $8,005.00
par value, $.01 per
share
----------------------------------------------------------------------------------
(1) The offering price for shares subject to options on the date hereof is the
actual exercise price of such options.  Of the 1,550,000 shares to be registered
hereunder, 152,500 shares are subject to options at an exercise price of $8.625
per share, 35,000 shares are subject to options at an exercise price of $8.875
per share and 200,000 shares are subject to options at an exercise price of
$10.25 per share.  The offering price for the remaining 1,162,500 shares not
subject to options on the date hereof, $19.5625 per share,  has been estimated
solely for the purpose of determining the registration fee pursuant to Rule
457(h) on the basis of the average of the high and low prices of BE Aerospace,
Inc. Common Stock, par value $0.01 per share, reported on the Nasdaq National
Market on October 9, 1996.
(2) Registration fee consists of $399.00 payable in respect of 152,500 shares
subject to options at an exercise price of $8.625 per share, plus $94.00
payable in respect of 35,000 shares subject to options at an exercise price of
$8.875 per share, plus $621.00 payable in respect of 200,000 shares subject to
option at an exercise price of $10.25, plus $6,891.00 payable in respect of
1,162,500 shares that have not  yet been subject to options on the date hereof.
EXPLANATORY NOTE

This Registration Statement has been filed:

    (i) pursuant to General Instruction E on Form S-8, to register 1,050,000
additional securities to be offered pursuant to the Amended and Restated 1989
Stock Option Plan (the "1989 Plan") of BE Aerospace, Inc. (the "Registrant" or
the "Company").  A registration statement on Form S-8 (No. 33-38223), filed with
the Commission on December 14, 1990 to register 700,000 shares of common stock
offered pursuant to the 1989 Plan; a registration statement on Form S-8 (No. 33-
48119), filed with the Commission on May 26, 1992 to register an additional
300,000 shares of common stock offered pursuant to the 1989 Plan; and a
registration statement on Form S-8 (No. 33-72194), filed with the Commission on
November 26, 1993 for an additional 500,000 shares of common stock pursuant to
the 1989 Plan, are each currently effective and are each hereby incorporated
herein by reference; and

    (ii) pursuant to General Instruction A on Form S-8 to register 500,000
securities offered pursuant to the 1996 Stock Option Plan (the "1996 Plan") of
Registrant.

                                      -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The Registrant hereby incorporates the following documents herein by
         reference:
 
(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         February 24, 1996 filed with the Commission on May 24, 1996.
 
(b)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended 
         May 25, 1996 filed with the Commission on June 24, 1996.
                             
(c)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended
         August 31, 1996 filed with the Commission on October 10, 1996.
 
(d)      The description of the common stock of the Registrant contained in the
         Prospectus as part of the Registrant's Registration Statement on Form 
         8-A (No. 0-18348) filed with the Commission on March 7, 1990 under
         Section 12 of the Exchange Act of 1934, as amended (the "Exchange
         Act.")
 
All other documents subsequently filed by the Registrant  pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment to this Registration Statement that indicates that all
securities offered 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 a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.
         ------------------------- 

         Not required.

Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

         No material interests.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

         (a) Section 145 of the Delaware Corporation Law, as amended, gives
Delaware corporations the power to indemnify each of their present and former
officers or directors under certain circumstances, if such person acted in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the corporation.

         (b) The Amended and Restated Certificate of Incorporation, as amended,
of the Registrant contains provisions that eliminate the personal liability of
each director to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for breaches of such
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware
Code or (iv) for any transaction from which such director derived an improper
personal benefit.

                                      -3-
(c) The Amended and Restated Certificate of Incorporation, as amended,
of the Registrant contains provisions to the general effect that each director
and officer shall be indemnified by the Registrant against liabilities and
expenses in connection with any threatened, pending or contemplated legal
proceeding to which he may be a party or with which he may become involved by
reason of being or having been an officer or director of the Registrant. Such
indemnification is authorized to the fullest extent permitted under the Delaware
General Corporation Law.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

         Not applicable.

Item 8.  Exhibits.
         -------- 

Exhibit List

5        Opinion of Ropes & Gray.

23       Consents

         23.1      Consent of Deloitte & Touche L.L.P.

         23.2      Consent of Ropes & Gray (contained in Exhibit 5).

24       Power of Attorney (included as part of the signature pages to this
         Registration Statement).

99       Other Exhibits.

         99.1      Amended and Restated 1989 Stock Option Plan, as amended.

         99.2      1996 Stock Option Plan.

Item 9.  Undertakings.
         ------------ 

         (a)       The undersigned Registrant hereby undertakes:

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

         (i)       To include any prospectus required by Section 10(a)(3) of the
Securities Act 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 and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                                      -4-
(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;

         (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 herein, 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.
                                               ---------                  

         (c)      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.

                                      -5-
SIGNATURES
                                        
    Pursuant to the requirements of the Securities Act of 1933, the Company
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 Wellington, Florida on this 9th day of October, 1996.

                                      BE Aerospace, Inc.

                                      By  /s/ ROBERT J. KHOURY
                                         -----------------------------------
                                       Robert  J. Khoury,
                                       Chief 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 as of the 9th day of October, 1996.  Each person whose signature
appears below hereby authorized each of Robert J. Khoury, Edmund J. Moriarty and
Thomas P. McCaffrey and appoints each of them singly his attorney-in-fact, each
with full power of substitution, to execute in his name, place and stead, in any
and all capacities, any post-effective amendment to this Registration Statement
and file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, making such further
changes in this Registration Statement as the Company deems appropriate.
Signature                                              Capacity
    ---------                                              --------
/s/ ROBERT J. KHOURY                        Vice Chairman; Chief Executive Officer and Director
----------------------------------- 
   Robert J. Khoury                
                                    
    /s/ THOMAS P. MCCAFFREY                     Vice President and Chief Financial Officer
----------------------------------- 
   Thomas P. McCaffrey              
                                    
    /s/ PAUL E. FULCHINO                        President; Chief Operating Officer and Director
----------------------------------- 
   Paul E. Fulchino                 
                                    
   /s/ JIM C. COWART                            Director
-----------------------------------  
   Jim C. Cowart                    
                                    
                                                Director
  /s/ RICHARD G. HAMERMESH         
-----------------------------------
  Richard G. Hamermesh
-6-
/s/ AMIN J. KHOURY
-----------------------------------             Director (Chairman of the Board)
   Amin J. Khoury
 
    /s/ BRIAN H. ROWE                           Director
-----------------------------------  
   Brian H. Rowe
 
   /s/ HANSJOERG WYSS                    Director
-----------------------------------
    Hansjoerg Wyss
Hansjoerg Wyss 

                                      -7-
EXHIBIT INDEX

Exhibit List
Number           Title of Exhibit                                   Page
-------          ----------------                                   ----
5               Opinion of Ropes & Gray.
             
23               Consents.
             
         23.1    Consent of Deloitte & Touche L.L.P.
             
         23.2    Consent of Ropes & Gray (contained in Exhibit 5).
             
24               Power of Attorney (included as part of the signature pages to
                 this Registration Statement).
             
99               Other Exhibits.
             
         99.1    Amended and Restated 1989 Stock Option Plan, as amended.
             
         99.2    1996 Stock Option Plan.
-8-