As filed with the Securities and Exchange Commission on
                June 4, 1996.    Registration No. 333-_____ 

                     
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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

                        ENCORE COMPUTER CORPORATION
           (Exact name of registrant as specified in its charter)
                 
                 Delaware                      No. 04-2789167
              (State or other                  (IRS Employer
              jurisdiction of               Identification No.)
             incorporation or
               organization)

                          6901 West Sunrise Blvd.
                       Fort Lauderdale, Florida 33313
                               (954) 587-2900
            (Address, including zip code, and telephone number,
               including area code, of registrant's principal
                             executive offices)

                    1985 Nonqualified Stock Option Plan
                      1995 Long Term Performance Plan
                           (Full title of plans)

                             KENNETH G. FISHER,
                    Chairman and Chief Executive Officer
                        Encore Computer Corporation
                          6901 West Sunrise Blvd.
                       Ft. Lauderdale, Florida 33313
                               (954) 587-2900
             (Name, address, including zip code, and telephone
          number, including area code, of agent for service)

                                  Copy to:
                             CAMERON READ, ESQ.
                             Choate, Hall & Stewart
                             Exchange Place
                             53 State Street
                             Boston, Massachusetts 02109
                             (617) 248-5000






<TABLE>
<CAPTION>

                      CALCULATION OF REGISTRATION FEE

        Title of                       Proposed            Proposed    
     securities to   Amount to be   maximum offering       aggregate             Amount of                     Amount of 
     be registered   registered(1)  price per share(2)  offering price(2)    registration fee                   registration fee
     _____________  ______________  __________________  __________________   _________________
                         
     <S>              <C>              <C>                 <C>                  <C>
     Common Stock     12,000,000       $3.328125           $39,937,500          $13,771.56
     $0.01 par value    Shares        

</TABLE>
                                     
          (1)  Plus such additional number of shares as may be
               required pursuant to the Plan in the event of a
               stock dividend, split-up of shares,
               recapitalization or other similar change in the
               Common Stock.
          
          (2)  Estimated solely for the purpose of calculating
               the registration fee, in accordance with Rule 457,
               on the basis of the average of the high and low
               sales prices of the Common Stock as reported on
               The Nasdaq Stock Market on May 29, 1996.


          EXPLANATORY STATEMENT

               This Registration Statement has been prepared in
          accordance with the requirements of Form S-8 and
          relates to shares of Common Stock, $.01 par value per
          share (the "Common Stock"), of Encore Computer
          Corporation not exceeding in the aggregate 12,000,000
          shares which have been reserved for issuance upon the
          exercise of options or pursuant to stock awards which
          have been or may be granted under the Company's 1985
          Nonqualified Stock Option Plan or its 1995 Long-Term
          Performance Plan.  An aggregate of 12,000,000 shares
          have previously been registered for issuances upon the
          exercise of options granted under the Company's 1983
          Incentive Stock Option Plan (all options under such
          plan having been either exercised or expired
          unexercised) or its 1985 Nonqualified Stock Option Plan
          pursuant to Registration Statements on Form S-8.





                                  
                                  
                                  
                                  
                                  
                                  
                                 

                                  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 Company's annual report on Form 10-K for
          the fiscal year ended December  31, 1995 filed with the
          Securities and Exchange  Commission (the  "Commission")
          under the  Securities Exchange Act of  1934, as amended
          (the "Exchange Act"), containing the  Company's audited
          financial  statements  for   the  fiscal  year   ending
          December 31, 1995; 

               (b)  The Company's quarterly  report on Form  10-Q
          for  the quarter  ended March  31, 1996 filed  with the
          Commission under the Exchange Act; 

               (c)  The description of the Company's Common Stock
          incorporated   by   reference   into    the   Company's
          registration statement  on Form  8-A dated May  1, 1985
          and filed with the Commission,  including any amendment
          or  report  filed  for  the purpose  of  updating  such
          description.

               In addition,  all documents filed  by the  Company
          after  the initial  filing  date  of this  registration
          statement pursuant  to Sections  13(a),  13(c), 14  and
          15(d) of the Exchange Act, and prior to the filing of a
          post-effective  amendment  which  indicates   that  all
          shares registered hereunder have been sold or which de-
          registers all  shares 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 applicable.

          Item 5.  Interests of Named Experts and Counsel.

               The legality of the shares of common stock offered
          hereby has been passed upon  for the Company by Choate,
          Hall  &  Stewart,  Exchange  Place,  53  State  Street,
          Boston, Massachusetts  02109.  Cameron Read,  a partner
          of Choate,  Hall &  Stewart, is Assistant  Secretary of
          the Company.  




                                  II-1



          Item 6.   Indemnification of Officers and Directors and
                    Officers.

               Section  145 of  the Delaware  General Corporation
          Law  permits  indemnification  of directors,  officers,
          employees  and agents  of a  corporation  under certain
          conditions and subject to certain limitations.  Article
          EIGHTH  of  the  Certificate of  Incorporation  of  the
          Registrant provides for indemnification to  the fullest
          extent permitted by Section 145.

               Section   102(b)(7)   of   the  Delaware   General
          Corporation Law permits a corporation to provide in its
          Certificate of  Incorporation  that a  director of  the
          corporation  shall  not  be personally  liable  to  the
          corporation  or its  stockholders for  monetary damages
          for breach of fiduciary duty  as a director, except for
          liability (i) for any breach of the  director's duty of
          loyalty to the  corporation 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 the Delaware General
          Corporation Law (relating to illegal dividends or stock
          repurchases), or  (iv) for  any transaction  from which
          the  director derived  an  improper  personal  benefit.
          Article  ELEVENTH of  the  Registrant's Certificate  of
          Incorporation, as amended, provides that no director of
          the Company  shall be  liable for monetary  damages for
          any breach of fiduciary duty, except to the extent that
          the  Delaware  General  Corporation  Law  prohibits the
          elimination or limitation of liability of directors for
          breach of fiduciary duty.

          Item 7.   Exemption From Registration Claimed.

               Not applicable.

          Item 8.  Exhibits.

               5.1       Opinion of Choate, Hall & Stewart.

               10.1      The  Company's  1985 Nonqualified  Stock
                         Option Plan.

               10.2      The Company's 1995 Long Term Performance
                         Plan.

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

               23.2      Consent of Choate, Hall & Stewart
                         (included in Exhibit 5.1).

               25.1      Power of Attorney (part of page II-5).  



                                  II-2

          
          
          Item 9.  Undertakings.

               The Company hereby undertakes:

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

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

                    (b)   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; and

                    (c) to include  any material information with
               respect to the plan of distribution not previously
               disclosed  in  the registration  statement  or any
               material  change   to  such  information   in  the
               registration statement;

               Provided,  however,  that  paragraphs  (1)(a)  and
               (1)(b) shall not apply if the information required
               to  be included in  a post-effective  amendment by
               those paragraphs is  contained in periodic reports
               filed by the registrant  pursuant to section 13 of
               section 15(d)  of the  Securities Exchange  Act of
               1934 that  are incorporated  by  reference in  the
               registration statement;

               (2)   That,  for  the purpose  of determining  any
          liability under the Securities Act of 1933, as amended,
          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; and

               (4)       That,   insofar    as   provisions   for
          indemnification   of  directors  and  officers  of  the
          Company  contained  in  the  Company's  Certificate  of
          Incorporation  require  the  Company  to  indemnify its
          directors   and   officers   against    any   expenses,
          liabilities  or  other matters  to  the fullest  extent
          permitted  under  Delaware  laws,  and insofar  as  the


                                  II-3



          Company has  entered into, and may in  the future enter
          into, indemnification agreements with its directors and
          officers  which cover  and  may,  in certain  respects,
          extend  the indemnification provisions contained in the
          Certificate   of   Incorporation,   and    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 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 Fort Lauderdale, Florida on May 30, 1996.

                                        ENCORE COMPUTER CORPORATION
                                        (Issuer and Employer)

                                        By: Kenneth G. Fisher
                                            Chairman and
                                            Chief Executive
                                            Officer








                                  II-4



                             POWER OF ATTORNEY

               KNOW ALL  MEN BY THESE PRESENTS,  that each person
          whose  signature appears below constitutes and appoints
          Kenneth G. Fisher, Kenneth S.  Silverstein, and Cameron
          Read,  jointly  and  severally, his  attorneys-in-fact,
          each with the power of substitution, for him in any and
          all  capacities,   to  sign  any  amendments   to  this
          Registration  Statement, and  to  file the  same,  with
          exhibits  thereto and  other  documents  in  connection
          therewith, with the Securities and Exchange Commission,
          hereby ratifying  and confirming all that  each of said
          attorneys-in-fact,  or  his substitute  or substitutes,
          may do or cause to be done by virtue hereof.

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

               Name                Capacity              Date
           
          Kenneth G. Fisher        Chairman          May 30, 1996
                                   and Executive 
                                   Officer; 
                                   Director


          Rowland H. Thomas, Jr.   President         May 30, 1996
                                   and Chief 
                                   Operating 
                                   Officer; 
                                   Director


          Kenneth S. Silverstein   Secretary         May 29,  1996
                                   and Chief 
                                   Accounting 
                                   Officer

                                   
          Daniel O. Anderson       Director          June 3, 1996


          C. David Ferguson        Director          May 31, 1996











                                  II-5



                             INDEX TO EXHIBITS

          Exhibit Number                                   Page

               5.1       Opinion of Choate, Hall & 
                         Stewart.

               10.1      The Company's 1985 
                         Nonqualified Stock Option Plan.

               10.2      The Company's 1995 Long Term 
                         Performance Plan.

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

               23.2      Consent of Choate, Hall & 
                         Stewart (included in 
                         Exhibit 5.1).

               25.1      Power of Attorney (part of 
                         page II-5).  





















                                  II-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17909}]
{"company-data": {"conformed-name": "ENCORE COMPUTER CORP /DE/", "cik": "0000764037", "assigned-sic": "3571", "irs-number": "042789167", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05197", "film-number": "96576789"}, "business-address": {"street1": "6901 W SUNRISE BLVD", "city": "PLANTATION", "state": "FL", "zip": "33313", "phone": "3055872900"}}
As filed with the Securities and Exchange Commission on
                June 4, 1996.    Registration No. 333-_____ 

                     
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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

                        ENCORE COMPUTER CORPORATION
           (Exact name of registrant as specified in its charter)
                 
                 Delaware                      No. 04-2789167
              (State or other                  (IRS Employer
              jurisdiction of               Identification No.)
             incorporation or
               organization)

                          6901 West Sunrise Blvd.
                       Fort Lauderdale, Florida 33313
                               (954) 587-2900
            (Address, including zip code, and telephone number,
               including area code, of registrant's principal
                             executive offices)

                    1985 Nonqualified Stock Option Plan
                      1995 Long Term Performance Plan
                           (Full title of plans)

                             KENNETH G. FISHER,
                    Chairman and Chief Executive Officer
                        Encore Computer Corporation
                          6901 West Sunrise Blvd.
                       Ft. Lauderdale, Florida 33313
                               (954) 587-2900
             (Name, address, including zip code, and telephone
          number, including area code, of agent for service)

                                  Copy to:
                             CAMERON READ, ESQ.
                             Choate, Hall & Stewart
                             Exchange Place
                             53 State Street
                             Boston, Massachusetts 02109
                             (617) 248-5000
CALCULATION OF REGISTRATION FEE

        Title of                       Proposed            Proposed    
     securities to   Amount to be   maximum offering       aggregate             Amount of                     Amount of 
     be registered   registered(1)  price per share(2)  offering price(2)    registration fee                   registration fee
     _____________  ______________  __________________  __________________   _________________
Common Stock     12,000,000       $3.328125           $39,937,500          $13,771.56
     $0.01 par value    Shares
(1)  Plus such additional number of shares as may be
               required pursuant to the Plan in the event of a
               stock dividend, split-up of shares,
               recapitalization or other similar change in the
               Common Stock.
          
          (2)  Estimated solely for the purpose of calculating
               the registration fee, in accordance with Rule 457,
               on the basis of the average of the high and low
               sales prices of the Common Stock as reported on
               The Nasdaq Stock Market on May 29, 1996.

          EXPLANATORY STATEMENT

               This Registration Statement has been prepared in
          accordance with the requirements of Form S-8 and
          relates to shares of Common Stock, $.01 par value per
          share (the "Common Stock"), of Encore Computer
          Corporation not exceeding in the aggregate 12,000,000
          shares which have been reserved for issuance upon the
          exercise of options or pursuant to stock awards which
          have been or may be granted under the Company's 1985
          Nonqualified Stock Option Plan or its 1995 Long-Term
          Performance Plan.  An aggregate of 12,000,000 shares
          have previously been registered for issuances upon the
          exercise of options granted under the Company's 1983
          Incentive Stock Option Plan (all options under such
          plan having been either exercised or expired
          unexercised) or its 1985 Nonqualified Stock Option Plan
          pursuant to Registration Statements on Form S-8.

                                  
                                  
                                  
                                  
                                  
                                  
                                 

                                  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 Company's annual report on Form 10-K for
          the fiscal year ended December  31, 1995 filed with the
          Securities and Exchange  Commission (the  "Commission")
          under the  Securities Exchange Act of  1934, as amended
          (the "Exchange Act"), containing the  Company's audited
          financial  statements  for   the  fiscal  year   ending
          December 31, 1995; 

               (b)  The Company's quarterly  report on Form  10-Q
          for  the quarter  ended March  31, 1996 filed  with the
          Commission under the Exchange Act; 

               (c)  The description of the Company's Common Stock
          incorporated   by   reference   into    the   Company's
          registration statement  on Form  8-A dated May  1, 1985
          and filed with the Commission,  including any amendment
          or  report  filed  for  the purpose  of  updating  such
          description.

               In addition,  all documents filed  by the  Company
          after  the initial  filing  date  of this  registration
          statement pursuant  to Sections  13(a),  13(c), 14  and
          15(d) of the Exchange Act, and prior to the filing of a
          post-effective  amendment  which  indicates   that  all
          shares registered hereunder have been sold or which de-
          registers all  shares 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 applicable.

          Item 5.  Interests of Named Experts and Counsel.

               The legality of the shares of common stock offered
          hereby has been passed upon  for the Company by Choate,
          Hall  &  Stewart,  Exchange  Place,  53  State  Street,
          Boston, Massachusetts  02109.  Cameron Read,  a partner
          of Choate,  Hall &  Stewart, is Assistant  Secretary of
          the Company.  

                                  II-1

          Item 6.   Indemnification of Officers and Directors and
                    Officers.

               Section  145 of  the Delaware  General Corporation
          Law  permits  indemnification  of directors,  officers,
          employees  and agents  of a  corporation  under certain
          conditions and subject to certain limitations.  Article
          EIGHTH  of  the  Certificate of  Incorporation  of  the
          Registrant provides for indemnification to  the fullest
          extent permitted by Section 145.

               Section   102(b)(7)   of   the  Delaware   General
          Corporation Law permits a corporation to provide in its
          Certificate of  Incorporation  that a  director of  the
          corporation  shall  not  be personally  liable  to  the
          corporation  or its  stockholders for  monetary damages
          for breach of fiduciary duty  as a director, except for
          liability (i) for any breach of the  director's duty of
          loyalty to the  corporation 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 the Delaware General
          Corporation Law (relating to illegal dividends or stock
          repurchases), or  (iv) for  any transaction  from which
          the  director derived  an  improper  personal  benefit.
          Article  ELEVENTH of  the  Registrant's Certificate  of
          Incorporation, as amended, provides that no director of
          the Company  shall be  liable for monetary  damages for
          any breach of fiduciary duty, except to the extent that
          the  Delaware  General  Corporation  Law  prohibits the
          elimination or limitation of liability of directors for
          breach of fiduciary duty.

          Item 7.   Exemption From Registration Claimed.

               Not applicable.

          Item 8.  Exhibits.

               5.1       Opinion of Choate, Hall & Stewart.

               10.1      The  Company's  1985 Nonqualified  Stock
                         Option Plan.

               10.2      The Company's 1995 Long Term Performance
                         Plan.

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

               23.2      Consent of Choate, Hall & Stewart
                         (included in Exhibit 5.1).

               25.1      Power of Attorney (part of page II-5).  

                                  II-2

          
          
          Item 9.  Undertakings.

               The Company hereby undertakes:

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

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

                    (b)   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; and

                    (c) to include  any material information with
               respect to the plan of distribution not previously
               disclosed  in  the registration  statement  or any
               material  change   to  such  information   in  the
               registration statement;

               Provided,  however,  that  paragraphs  (1)(a)  and
               (1)(b) shall not apply if the information required
               to  be included in  a post-effective  amendment by
               those paragraphs is  contained in periodic reports
               filed by the registrant  pursuant to section 13 of
               section 15(d)  of the  Securities Exchange  Act of
               1934 that  are incorporated  by  reference in  the
               registration statement;

               (2)   That,  for  the purpose  of determining  any
          liability under the Securities Act of 1933, as amended,
          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; and

               (4)       That,   insofar    as   provisions   for
          indemnification   of  directors  and  officers  of  the
          Company  contained  in  the  Company's  Certificate  of
          Incorporation  require  the  Company  to  indemnify its
          directors   and   officers   against    any   expenses,
          liabilities  or  other matters  to  the fullest  extent
          permitted  under  Delaware  laws,  and insofar  as  the

                                  II-3

          Company has  entered into, and may in  the future enter
          into, indemnification agreements with its directors and
          officers  which cover  and  may,  in certain  respects,
          extend  the indemnification provisions contained in the
          Certificate   of   Incorporation,   and    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 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 Fort Lauderdale, Florida on May 30, 1996.

                                        ENCORE COMPUTER CORPORATION
                                        (Issuer and Employer)

                                        By: Kenneth G. Fisher
                                            Chairman and
                                            Chief Executive
                                            Officer

                                  II-4

                             POWER OF ATTORNEY

               KNOW ALL  MEN BY THESE PRESENTS,  that each person
          whose  signature appears below constitutes and appoints
          Kenneth G. Fisher, Kenneth S.  Silverstein, and Cameron
          Read,  jointly  and  severally, his  attorneys-in-fact,
          each with the power of substitution, for him in any and
          all  capacities,   to  sign  any  amendments   to  this
          Registration  Statement, and  to  file the  same,  with
          exhibits  thereto and  other  documents  in  connection
          therewith, with the Securities and Exchange Commission,
          hereby ratifying  and confirming all that  each of said
          attorneys-in-fact,  or  his substitute  or substitutes,
          may do or cause to be done by virtue hereof.

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

               Name                Capacity              Date
           
          Kenneth G. Fisher        Chairman          May 30, 1996
                                   and Executive 
                                   Officer; 
                                   Director

          Rowland H. Thomas, Jr.   President         May 30, 1996
                                   and Chief 
                                   Operating 
                                   Officer; 
                                   Director

          Kenneth S. Silverstein   Secretary         May 29,  1996
                                   and Chief 
                                   Accounting 
                                   Officer

                                   
          Daniel O. Anderson       Director          June 3, 1996

          C. David Ferguson        Director          May 31, 1996

                                  II-5

                             INDEX TO EXHIBITS

          Exhibit Number                                   Page

               5.1       Opinion of Choate, Hall & 
                         Stewart.

               10.1      The Company's 1985 
                         Nonqualified Stock Option Plan.

               10.2      The Company's 1995 Long Term 
                         Performance Plan.

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

               23.2      Consent of Choate, Hall & 
                         Stewart (included in 
                         Exhibit 5.1).

               25.1      Power of Attorney (part of 
                         page II-5).  

                                  II-6