As filed with the Securities and Exchange Commission on March 23, 1995
                                                      Registration No. 33-


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________
                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                      UNITED DOMINION REALTY TRUST, INC.
              (Exact name of registrant as specified in charter)
         Virginia                                    54-0857512
(State or other jurisdiction of            (I.R.S. employer identification
incorporation or organization)                          number)


                         330 S. 6th Street, Suite 203
                         Richmond, Virginia 23219-3802
          (Address of principal executive office, including zip code)

                      UNITED DOMINION REALTY TRUST, INC.
                        EMPLOYEES' STOCK PURCHASE PLAN
                           (Full title of the plan)
                             ____________________

                                John P. McCann
                     President and Chief Executive Officer
                      United Dominion Realty Trust, Inc.
                10 S. 6th Street, Richmond, Virginia 23219-3802
                                (804) 780-2691
   (Name, address, including zip code, and telephone number, including area
   code, of agent for service)

                                  Copies to:

                          James W. Featherstone, III
                               Hunton & Williams
                         Riverfront Plaza, East Tower
                             951 East Byrd Street
                         Richmond, Virginia 23219-4074
                                (804) 788-8267
                             ____________________




<TABLE>
                        CALCULATION OF REGISTRATION FEE

                                                 Proposed maximum    Proposed maximum
    Title of securities       Amount to be        offering price         aggregate          Amount of
     to be registered          registered          per share(1)      offering price(1)    registration fee
 <S>                         <C>                 <C>                 <C>                  <C>
 Common Stock, $1.00 par
 value                       100,000 shares          $13.875            $1,387,500            $478.45

</TABLE>


(1)  Determined pursuant to Rule 457(c).





<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed as a part of this registration statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed as a part of this registration statement.







                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents  are incorporated herein by  reference:  (i)
the  registrant's Annual Report on  Form 10-K for the fiscal year  ended
December 31, 1993; (ii) the registrant's Quarterly  Reports on Form 10-Q for the
quarters ended March  31, June 30  and September 30,  1994; (iii) the
registrant's  Current Reports on  Form 8-K dated April  15, May 17, 1994, May
26,  July 1, August 31, September  1 and October 14,  1994, and (iv) the
description of the  registrant's Common Stock contained in its  registration
statement on Form  8-A filed under the  Securities Exchange Act  of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.

         All documents 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 that  indicates that all securities  offered have been sold  or that
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 applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Directors and  officers of the  registrant may be  indemnified against
liabilities,  fines, penalties, and  claims imposed  upon or  asserted  against
them  as  provided  in  the  Virginia  Stock Corporation  Act  and  the
Articles  of Incorporation.  Such indemnification  covers all costs  and
expenses reasonably incurred  by a Director  or officer.   The Board  of
Directors, by  a  majority  vote of  a  quorum  of  disinterested Directors  or,
under  certain circumstances, independent  counsel  appointed  by  the  Board
of  Directors,  must determine  that  the  Director  or  officer  seeking
indemnification was  not guilty  of willful  misconduct or  a knowing  violation
of  the criminal law.   In addition,  the Virginia Stock Corporation Act and
the registrant's Articles of  Incorporation may under certain  circumstances
eliminate the liability of Directors and officers in a shareholder or derivative
proceeding.

         If  the person  involved is not  a Director or  officer of the
registrant, the  Board of Directors  may cause the registrant to indemnify to
the same extent allowed for Directors and officers of the registrant such person
who was or is a party to  a proceeding, by reason  of the fact that he is or
was an employee or  agent of the registrant, or  is or was serving at the
request of the  registrant as a director, officer,  employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.

Item 7.  Exemption from Registration Claimed.

         Not applicable.







                                      II-1







Item 8.  Exhibits.

4 (i) -          Specimen Common Stock Certificate (filed as  Exhibit 4(i) to
                 the registrant's Annual Report on Form  10-K for the year ended
                 December 31, 1994, and incorporated by reference herein)

4 (i)(a) -       Restated Articles  of Incorporation (filed as Exhibit 3 to the
                 registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1992, and incorporated by reference herein)

4 (i)(b) -       Amendment of Restated  Articles of Incorporation (filed  as
                 Exhibit 6(a)(1) to the registrant's  Form 8-A Registration
                 Statement and incorporated by reference herein)

4 (i)(c) -       By-laws (filed  as Exhibit  4(c) to the  registrant's Form  S-3
                 Registration  Statement (Registration No. 33-44743) filed with
                 the Commission on December 31, 1991, and incorporated by
                 reference herein)

4 (ii)(a) -      Loan Agreement  dated as of  November 7, 1991,  between the
                 registrant and Aid  Association for Lutherans (filed  as
                 Exhibit  6(c)(1) to  the  registrant's Form  8-A Registration
                 Statement  and incorporated  by reference herein)

4 (ii)(b) -      Loan Agreement dated as of  November 14, 1991, between the
                 registrant  and Signet Bank/Virginia (filed as Exhibit  6(c)(2)
                 to  the  registrant's  Form 8-A  Registration  Statement and
                 incorporated  by reference herein)

4 (ii)(c) -      Note  Purchase Agreement dated as of February 19, 1992, between
                 the registrant and Principal Mutual Life Insurance  Company
                 (filed  as Exhibit  6(c)(3) to  the registrant's Form  8-A
                 Registration  Statement and incorporated by reference herein)

4 (ii)(d) -      Note Purchase  Agreement dated as  of January  15, 1993,
                 between the registrant and  CIGNA Property  and Casualty
                 Insurance  Company,  Connecticut  General Life  Insurance
                 Company,  Connecticut  General  Life Insurance  Company, on
                 behalf of  one or  more separate  accounts, Insurance  Company
                 of  North America, Principal Mutual Life  Insurance Company and
                 Aid  Association for Lutherans (filed as Exhibit  6(c)(5) to
                 the registrant's Form 8-A Registration Statement and
                 incorporated by reference herein)

4 (ii)(e) -      Credit Agreement  dated as of December 15, 1994, between the
                 registrant and  First Union National Bank of Virginia (filed
                 as Exhibit 6(c)(6) to the registrant's Form  8-A Registration
                 Statement and incorporated by reference herein)

5 -              Opinion of Hunton & Williams

23(i) -          Consent of Ernst & Young LLP

23(ii) -         Consent of L. P. Martin & Company, P.C.

23(iii) -        Consent of BDO Seidman

23(iv) -         Consent of Alloy, Silverstein, Shapiro, Adams, Mulford & Co.

23(v) -          Consent of Alloy, Silverstein, Shapiro, Adams, Mulford & Co.

23(vi) -         Consent of Hunton & Williams (included in Exhibit 5)

24 -             Power of attorney (located on page II-4 of the registration
                 statement)


                                                           II-2







Item 9.  Undertakings

         (a)     The undersigned registrant hereby undertakes:

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

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

                 (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;

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

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

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

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

         (b)   The  undersigned registrant hereby  undertakes that,  for
purposes  of determining  any liability  under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or 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.

         (c)   Insofar as indemnification for  liabilities arising under the
Securities  Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under  Item 6 above, or
otherwise, the  registrant has been advised that in  the opinion of the
Commission such indemnification is  against public policy as expressed in the
Securities 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  Securities Act and will be governed by the final adjudication
of such issue.









                                      II-3







                                   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-3  and 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 Richmond, Commonwealth of
Virginia, on March   , 1995.

                                         UNITED DOMINION REALTY TRUST, INC.


                                    By:         /s/ John P. McCann
                                                    John P. McCann
                                          President and Chief Executive Officer


                               POWER OF ATTORNEY

         Pursuant to the requirements  of the Securities Act of  1933, this
registration statement  has been signed by  the following persons in the
capacities  indicated on March   ,  1995.  Each of the undersigned  officers and
directors of the registrant hereby constitutes John P. McCann and James Dolphin,
either of whom may  act, his true and lawful attorneys-in- fact with full power
to sign for him and  in his name in the capacities indicated below and to file
any and all amendments to the registration  statement filed herewith, making
such  changes in the registration  statement as the registrant deems
appropriate, and generally to do  all such things in  his name and behalf  in
his capacity as  an officer and director  to enable  the registrant to comply
with the provisions of the Securities Act  of 1933 and all requirements of the
Securities and Exchange Commission.

Signature and Capacity


/s/ John P. McCann
    John P. McCann
    President, Chief Executive Officer
    (Principal Executive Officer) and  Director



/s/ James Dolphin
    James Dolphin
    Senior Vice President, Chief Financial
    Officer (Principal Financial and
    Accounting Officer) and Director


/s/   Jeff C. Bane
      Jeff C. Bane
      Director


/s/   Robert P. Buford
      Robert P. Buford
      Director


/s/ Barry M. Kornblau
       Barry M. Kornblau
       Director


                                       II-4
[{"type": "S-8", "sequence": "1", "description": "UNITED DOMINION S-8", "secsgml_size_bytes": 15549}]
{"company-data": {"conformed-name": "UNITED DOMINION REALTY TRUST INC", "cik": "0000074208", "assigned-sic": "6798", "irs-number": "540857512", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58201", "film-number": "95522781"}, "business-address": {"street1": "10 S 6TH ST STE 203", "city": "RICHMOND", "state": "VA", "zip": "23219-3802", "phone": "8047802691"}, "mail-address": {"street1": "10 SOUTH SIXTH STREET", "street2": "SUITE 203", "city": "RICHMOND", "state": "VA", "zip": "23219-3802"}, "former-company": [{"former-conformed-name": "OLD DOMINION REAL ESTATE INVESTMENT TRUST", "date-changed": "19850110"}, {"former-conformed-name": "OLD DOMINION REIT ONE", "date-changed": "19770921"}, {"former-conformed-name": "OLD DOMINION REAL ESTATE INVESTMENT TRUS", "date-changed": "19741216"}]}
As filed with the Securities and Exchange Commission on March 23, 1995
                                                      Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________
                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                      UNITED DOMINION REALTY TRUST, INC.
              (Exact name of registrant as specified in charter)
         Virginia                                    54-0857512
(State or other jurisdiction of            (I.R.S. employer identification
incorporation or organization)                          number)

                         330 S. 6th Street, Suite 203
                         Richmond, Virginia 23219-3802
          (Address of principal executive office, including zip code)

                      UNITED DOMINION REALTY TRUST, INC.
                        EMPLOYEES' STOCK PURCHASE PLAN
                           (Full title of the plan)
                             ____________________

                                John P. McCann
                     President and Chief Executive Officer
                      United Dominion Realty Trust, Inc.
                10 S. 6th Street, Richmond, Virginia 23219-3802
                                (804) 780-2691
   (Name, address, including zip code, and telephone number, including area
   code, of agent for service)

                                  Copies to:

                          James W. Featherstone, III
                               Hunton & Williams
                         Riverfront Plaza, East Tower
                             951 East Byrd Street
                         Richmond, Virginia 23219-4074
                                (804) 788-8267
                             ____________________

                        CALCULATION OF REGISTRATION FEE

                                                 Proposed maximum    Proposed maximum
    Title of securities       Amount to be        offering price         aggregate          Amount of
     to be registered          registered          per share(1)      offering price(1)    registration fee
Common Stock, $1.00 par
 value                       100,000 shares          $13.875            $1,387,500            $478.45
(1)  Determined pursuant to Rule 457(c).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed as a part of this registration statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed as a part of this registration statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents  are incorporated herein by  reference:  (i)
the  registrant's Annual Report on  Form 10-K for the fiscal year  ended
December 31, 1993; (ii) the registrant's Quarterly  Reports on Form 10-Q for the
quarters ended March  31, June 30  and September 30,  1994; (iii) the
registrant's  Current Reports on  Form 8-K dated April  15, May 17, 1994, May
26,  July 1, August 31, September  1 and October 14,  1994, and (iv) the
description of the  registrant's Common Stock contained in its  registration
statement on Form  8-A filed under the  Securities Exchange Act  of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.

         All documents 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 that  indicates that all securities  offered have been sold  or that
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 applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Directors and  officers of the  registrant may be  indemnified against
liabilities,  fines, penalties, and  claims imposed  upon or  asserted  against
them  as  provided  in  the  Virginia  Stock Corporation  Act  and  the
Articles  of Incorporation.  Such indemnification  covers all costs  and
expenses reasonably incurred  by a Director  or officer.   The Board  of
Directors, by  a  majority  vote of  a  quorum  of  disinterested Directors  or,
under  certain circumstances, independent  counsel  appointed  by  the  Board
of  Directors,  must determine  that  the  Director  or  officer  seeking
indemnification was  not guilty  of willful  misconduct or  a knowing  violation
of  the criminal law.   In addition,  the Virginia Stock Corporation Act and
the registrant's Articles of  Incorporation may under certain  circumstances
eliminate the liability of Directors and officers in a shareholder or derivative
proceeding.

         If  the person  involved is not  a Director or  officer of the
registrant, the  Board of Directors  may cause the registrant to indemnify to
the same extent allowed for Directors and officers of the registrant such person
who was or is a party to  a proceeding, by reason  of the fact that he is or
was an employee or  agent of the registrant, or  is or was serving at the
request of the  registrant as a director, officer,  employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-1

Item 8.  Exhibits.

4 (i) -          Specimen Common Stock Certificate (filed as  Exhibit 4(i) to
                 the registrant's Annual Report on Form  10-K for the year ended
                 December 31, 1994, and incorporated by reference herein)

4 (i)(a) -       Restated Articles  of Incorporation (filed as Exhibit 3 to the
                 registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1992, and incorporated by reference herein)

4 (i)(b) -       Amendment of Restated  Articles of Incorporation (filed  as
                 Exhibit 6(a)(1) to the registrant's  Form 8-A Registration
                 Statement and incorporated by reference herein)

4 (i)(c) -       By-laws (filed  as Exhibit  4(c) to the  registrant's Form  S-3
                 Registration  Statement (Registration No. 33-44743) filed with
                 the Commission on December 31, 1991, and incorporated by
                 reference herein)

4 (ii)(a) -      Loan Agreement  dated as of  November 7, 1991,  between the
                 registrant and Aid  Association for Lutherans (filed  as
                 Exhibit  6(c)(1) to  the  registrant's Form  8-A Registration
                 Statement  and incorporated  by reference herein)

4 (ii)(b) -      Loan Agreement dated as of  November 14, 1991, between the
                 registrant  and Signet Bank/Virginia (filed as Exhibit  6(c)(2)
                 to  the  registrant's  Form 8-A  Registration  Statement and
                 incorporated  by reference herein)

4 (ii)(c) -      Note  Purchase Agreement dated as of February 19, 1992, between
                 the registrant and Principal Mutual Life Insurance  Company
                 (filed  as Exhibit  6(c)(3) to  the registrant's Form  8-A
                 Registration  Statement and incorporated by reference herein)

4 (ii)(d) -      Note Purchase  Agreement dated as  of January  15, 1993,
                 between the registrant and  CIGNA Property  and Casualty
                 Insurance  Company,  Connecticut  General Life  Insurance
                 Company,  Connecticut  General  Life Insurance  Company, on
                 behalf of  one or  more separate  accounts, Insurance  Company
                 of  North America, Principal Mutual Life  Insurance Company and
                 Aid  Association for Lutherans (filed as Exhibit  6(c)(5) to
                 the registrant's Form 8-A Registration Statement and
                 incorporated by reference herein)

4 (ii)(e) -      Credit Agreement  dated as of December 15, 1994, between the
                 registrant and  First Union National Bank of Virginia (filed
                 as Exhibit 6(c)(6) to the registrant's Form  8-A Registration
                 Statement and incorporated by reference herein)

5 -              Opinion of Hunton & Williams

23(i) -          Consent of Ernst & Young LLP

23(ii) -         Consent of L. P. Martin & Company, P.C.

23(iii) -        Consent of BDO Seidman

23(iv) -         Consent of Alloy, Silverstein, Shapiro, Adams, Mulford & Co.

23(v) -          Consent of Alloy, Silverstein, Shapiro, Adams, Mulford & Co.

23(vi) -         Consent of Hunton & Williams (included in Exhibit 5)

24 -             Power of attorney (located on page II-4 of the registration
                 statement)

                                                           II-2

Item 9.  Undertakings

         (a)     The undersigned registrant hereby undertakes:

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

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

                 (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;

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

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

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

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

         (b)   The  undersigned registrant hereby  undertakes that,  for
purposes  of determining  any liability  under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or 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.

         (c)   Insofar as indemnification for  liabilities arising under the
Securities  Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under  Item 6 above, or
otherwise, the  registrant has been advised that in  the opinion of the
Commission such indemnification is  against public policy as expressed in the
Securities 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  Securities Act and will be governed by the final adjudication
of such issue.

                                      II-3

                                   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-3  and 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 Richmond, Commonwealth of
Virginia, on March   , 1995.

                                         UNITED DOMINION REALTY TRUST, INC.

                                    By:         /s/ John P. McCann
                                                    John P. McCann
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

         Pursuant to the requirements  of the Securities Act of  1933, this
registration statement  has been signed by  the following persons in the
capacities  indicated on March   ,  1995.  Each of the undersigned  officers and
directors of the registrant hereby constitutes John P. McCann and James Dolphin,
either of whom may  act, his true and lawful attorneys-in- fact with full power
to sign for him and  in his name in the capacities indicated below and to file
any and all amendments to the registration  statement filed herewith, making
such  changes in the registration  statement as the registrant deems
appropriate, and generally to do  all such things in  his name and behalf  in
his capacity as  an officer and director  to enable  the registrant to comply
with the provisions of the Securities Act  of 1933 and all requirements of the
Securities and Exchange Commission.

Signature and Capacity

/s/ John P. McCann
    John P. McCann
    President, Chief Executive Officer
    (Principal Executive Officer) and  Director

/s/ James Dolphin
    James Dolphin
    Senior Vice President, Chief Financial
    Officer (Principal Financial and
    Accounting Officer) and Director

/s/   Jeff C. Bane
      Jeff C. Bane
      Director

/s/   Robert P. Buford
      Robert P. Buford
      Director

/s/ Barry M. Kornblau
       Barry M. Kornblau
       Director

                                       II-4