As filed with the Securities and Exchange Commission on May 9, 1997
                                                 Registration No. 333-__________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             LINENS'N THINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                        DELAWARE                             22-3463939 
           (State or Other Jurisdiction of               (I.R.S. Employer
            Incorporation or Organization)              Identification No.)


                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
          (Address, including Zip Code, of Principal Executive Offices)

                      1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                            (Full Title of the Plan)

                                 NORMAN AXELROD
                  CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
                             LINENS'N THINGS, INC.
                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
                                  (201)778-1300
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed Maximum        Proposed Maximum            Amount of
     Securities to                to be               Offering Price             Aggregate              Registration
     be Registered              Registered              Per Share             Offering Price                Fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
<S>                              <C>                    <C>                    <C>                       <C>
     Common Stock,               179,000                $21.18 (1)             $3,791,220(1)             $1,148.85
  $0.01 Par Value per
         share                    14,000                $15.50(2)               $217,000(2)                $65.76

                                  7,000                 $18.38(2)               $128,660(2)                $38.99

 Total Registration Fee
                                                                                                         $1,253.60
------------------------- ----------------------- ----------------------- ------------------------ -----------------------

</TABLE>
---------------------

(1) Estimated solely for the purpose of calculating the  registration  fee. Such
estimate  has been  computed  in  accordance  with Rule  457(h)(1)  based on the
average high and low prices of the Registrant's  Common Stock as reported on the
New York Stock Exchange on May 2, 1997.

(2) Estimated solely for the purpose of calculating the  registration  fee. Such
estimate has been computed in  accordance  with Rule  457(h)(1)  based on prices
ranging  from $15.50 to $18.38 at which an aggregate  of 21,000  options  issued
under the 1996 Non-Employee Director Stock Plan may be exercised.


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  document(s)  containing the  information  specified in this Part I
will be sent or given to employees as  specified by Rule  428(b)(1)  promulgated
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents  need not be filed with the Securities  and Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  by  Linens'n  Things,   Inc.  (the
"Registrant")  with  the  Commission  are  incorporated  by  reference  in  this
Registration Statement:

         1.     The  Registrant's  Annual Report on Form 10-K for the year ended
                December 31, 1996.

         2.     The  Description of the  Registrant's  Common Stock contained in
                the Registration  Statement on Form S-1 (No. 333-12267) declared
                effective by the Commission on November 26, 1996.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


ITEM 4.   Description of Securities.

          Not applicable.


ITEM 5.   Interests of Named Experts and Counsel.

          Not applicable.


ITEM 6.   Indemnification of Directors and Officers.

         Section  145  of the  Delaware  General  Corporation  Act  permits  the
Registrant  to  indemnify  officers,  directors or  employees  against  expenses
(including attorney's fees), judgments,  fines and amounts paid in settlement in
connection with legal proceedings "if {as to any officer,  director or employee}
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best  interests  of the  corporation,  and,  with respect to any
criminal act or proceeding,  had no reasonable  cause to believe his conduct was
unlawful,"  provided  that with  respect to actions  by, or in the right of, the
corporation  against,  such individuals,  indemnification is not permitted as to
any matter as to which such person "shall have been adjudged to be liable to the
corporation,  unless,  and only to the extent that, the Court of Chancery or the
court in which such action or suit was brought shall determine upon  application
that,   despite  the  adjudication  of  liability,   but  in  view  of  all  the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper." Individuals who are successful in the defense of such action
are entitled to indemnity  for such expenses  reasonably  incurred in connection
therewith.

         The By-Laws of the  Registrant  require  the  Registrant  to  indemnify
directors  and  officers  against  liabilities  which  they may incur  under the
circumstances set forth in the preceding paragraph.

         The Registrant  maintains  standard  policies of insurance  under which
coverage is provided (a) to its directors and officers against loss arising from
claims made by reason of breach of duty or other  wrongful  act,  and (b) to the
Registrant  with respect to payments which may be made by the Registrant to such
officers  and  directors  pursuant  to the above  indemnification  provision  or
otherwise as a matter of law.

         The  underwriting  agreement  filed as  Exhibit  1 to the  Registrant's
Registration  Statement on Form S-1 (No. 333-12267) provides for indemnification
of  directors  and  officers  of  the  Registrant  by  the  underwriters  of the
Registrant's initial public offering against certain liabilities.


ITEM 7.   Exemption from Registration Claimed.

          Not applicable.


ITEM 8.   Exhibits.

         5      Opinion of Pitney,  Hardin,  Kipp & Szuch, as to the legality of
                the securities being registered.

         23(a)  Consent of KPMG Peat Marwick LLP.

         23(b)  Consent of Pitney,  Hardin,  Kipp & Szuch (included in Exhibit 5
                hereto).

         99     1996 Non-Employee Director Stock Plan (incorporated by reference
                to Exhibits filed with the Registrant's  Registration  Statement
                on  Form  S-1  (No.   333-12267),   declared  effective  by  the
                Commission on November 26, 1996).

ITEM   9.    Undertakings.

         1.     The undersigned Registrant hereby undertakes:

                    (a) To file,  during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material  information with respect
                     to the plan of distribution not previously disclosed in the
                     Registration  Statement  or any  material  change  to  such
                     information in the Registration Statement.

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

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

         2.     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 15(d) of the  Securities  Exchange Act of 1934
                that is incorporated by reference in this 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.

         3.     Insofar as  indemnification  for  liabilities  arising under the
                Securities  Act of 1933 may be permitted to directors,  officers
                and  controlling  persons  of  the  Registrant  pursuant  to the
                foregoing  provisions,  or otherwise,  the  Registrant  has been
                advised  that in the  opinion  of the  Securities  and  Exchange
                Commission  such  indemnification  is against  public  policy as
                expressed in the Act and is,  therefore,  unenforceable.  In the
                event that a claim for indemnification  against such liabilities
                (other than the payment by the  Registrant of expenses  incurred
                or paid by a  director,  officer  or  controlling  person of the
                Registrant  in the  successful  defense of any  action,  suit or
                proceeding) is asserted by such director, officer or controlling
                person in connection with the securities being  registered,  the
                Registrant will, unless in the opinion of its counsel the matter
                has been settled by controlling precedent,  submit to a court of
                appropriate    jurisdiction    the    question    whether   such
                indemnification  by it is against  public policy as expressed in
                the Act and will be governed by the final  adjudication  of such
                issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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 Clifton, State of New Jersey, on this 6th day of
May, 1997.

                                                   LINENS'N THINGS, INC.


                                              By:  /S/ NORMAN AXELROD
                                                   -----------------------
                                                   Norman Axelrod
                                                   Chairman, President and
                                                   Chief Executive Officer

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

Signature                           Title                           Date

/S/ NORMAN AXELROD
-------------------------                                         May 6, 1997
   Norman Axelrod             Chairman, President and
                              Chief Executive Officer

/S/ CHARLES C. CONAWAY
-------------------------                                         May 6, 1997
   Charles C. Conaway                  Director

/S/ STANLEY P. GOLDSTEIN
-------------------------                                         May 6, 1997
   Stanley P. Goldstein                Director

/S/ PHILIP E. BEEKMAN
-------------------------                                         May 6, 1997
   Philip E. Beekman                   Director

/S/ JAMES M. TOMASZEWSKI
-------------------------                                         May 6, 1997
   James M. Tomaszewski       Senior Vice President, Chief
                              Financial Officer (Principal
                              Financial Officer)
/S/ WILLIAM T. GILES
-------------------------                                         May 6, 1997
   William T. Giles           Vice President, Finance, Controller
                              (Principal Accounting Officer)


<PAGE>



                                INDEX TO EXHIBITS

   Exhibit No.                Description

         5                   Opinion of Pitney, Hardin, Kipp & Szuch

         23(a)               Consent of KPMG Peat Marwick LLP

         23(b)               Consent of Pitney,  Hardin,  Kipp & Szuch (included
                             in Exhibit 5 hereto).

         99                  1996 Non-Employee Director Stock Plan (incorporated
                             by   reference   to   Exhibits   filed   with   the
                             Registrant's  Registration  Statement  on Form  S-1
                             (No.   333-12267),   declared   effective   by  the
                             Commission on November 26, 1996).
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT-NON-EMPLOYEE DIRECTOR STOCK PLAN", "secsgml_size_bytes": 16241}]
{"company-data": {"conformed-name": "LINENS N THINGS INC", "cik": "0001023052", "assigned-sic": "5700", "irs-number": "223463939", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26819", "film-number": "97599571"}, "business-address": {"street1": "6 BRIGHTON RD", "city": "CLIFTON", "state": "NJ", "zip": "07015", "phone": "2017781300"}, "mail-address": {"street1": "6 BRIGHTON RD", "city": "CLIFTON", "state": "NJ", "zip": "07015"}}
As filed with the Securities and Exchange Commission on May 9, 1997
                                                 Registration No. 333-__________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             LINENS'N THINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                        DELAWARE                             22-3463939 
           (State or Other Jurisdiction of               (I.R.S. Employer
            Incorporation or Organization)              Identification No.)

                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
          (Address, including Zip Code, of Principal Executive Offices)

                      1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                            (Full Title of the Plan)

                                 NORMAN AXELROD
                  CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
                             LINENS'N THINGS, INC.
                                 6 BRIGHTON ROAD
                            CLIFTON, NEW JERSEY 07015
                                  (201)778-1300
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300

                         CALCULATION OF REGISTRATION FEE
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed Maximum        Proposed Maximum            Amount of
     Securities to                to be               Offering Price             Aggregate              Registration
     be Registered              Registered              Per Share             Offering Price                Fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
Common Stock,               179,000                $21.18 (1)             $3,791,220(1)             $1,148.85
  $0.01 Par Value per
         share                    14,000                $15.50(2)               $217,000(2)                $65.76

                                  7,000                 $18.38(2)               $128,660(2)                $38.99

 Total Registration Fee
                                                                                                         $1,253.60
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
---------------------

(1) Estimated solely for the purpose of calculating the  registration  fee. Such
estimate  has been  computed  in  accordance  with Rule  457(h)(1)  based on the
average high and low prices of the Registrant's  Common Stock as reported on the
New York Stock Exchange on May 2, 1997.

(2) Estimated solely for the purpose of calculating the  registration  fee. Such
estimate has been computed in  accordance  with Rule  457(h)(1)  based on prices
ranging  from $15.50 to $18.38 at which an aggregate  of 21,000  options  issued
under the 1996 Non-Employee Director Stock Plan may be exercised.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  document(s)  containing the  information  specified in this Part I
will be sent or given to employees as  specified by Rule  428(b)(1)  promulgated
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents  need not be filed with the Securities  and Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  by  Linens'n  Things,   Inc.  (the
"Registrant")  with  the  Commission  are  incorporated  by  reference  in  this
Registration Statement:

         1.     The  Registrant's  Annual Report on Form 10-K for the year ended
                December 31, 1996.

         2.     The  Description of the  Registrant's  Common Stock contained in
                the Registration  Statement on Form S-1 (No. 333-12267) declared
                effective by the Commission on November 26, 1996.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.   Description of Securities.

          Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

          Not applicable.

ITEM 6.   Indemnification of Directors and Officers.

         Section  145  of the  Delaware  General  Corporation  Act  permits  the
Registrant  to  indemnify  officers,  directors or  employees  against  expenses
(including attorney's fees), judgments,  fines and amounts paid in settlement in
connection with legal proceedings "if {as to any officer,  director or employee}
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best  interests  of the  corporation,  and,  with respect to any
criminal act or proceeding,  had no reasonable  cause to believe his conduct was
unlawful,"  provided  that with  respect to actions  by, or in the right of, the
corporation  against,  such individuals,  indemnification is not permitted as to
any matter as to which such person "shall have been adjudged to be liable to the
corporation,  unless,  and only to the extent that, the Court of Chancery or the
court in which such action or suit was brought shall determine upon  application
that,   despite  the  adjudication  of  liability,   but  in  view  of  all  the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper." Individuals who are successful in the defense of such action
are entitled to indemnity  for such expenses  reasonably  incurred in connection
therewith.

         The By-Laws of the  Registrant  require  the  Registrant  to  indemnify
directors  and  officers  against  liabilities  which  they may incur  under the
circumstances set forth in the preceding paragraph.

         The Registrant  maintains  standard  policies of insurance  under which
coverage is provided (a) to its directors and officers against loss arising from
claims made by reason of breach of duty or other  wrongful  act,  and (b) to the
Registrant  with respect to payments which may be made by the Registrant to such
officers  and  directors  pursuant  to the above  indemnification  provision  or
otherwise as a matter of law.

         The  underwriting  agreement  filed as  Exhibit  1 to the  Registrant's
Registration  Statement on Form S-1 (No. 333-12267) provides for indemnification
of  directors  and  officers  of  the  Registrant  by  the  underwriters  of the
Registrant's initial public offering against certain liabilities.

ITEM 7.   Exemption from Registration Claimed.

          Not applicable.

ITEM 8.   Exhibits.

         5      Opinion of Pitney,  Hardin,  Kipp & Szuch, as to the legality of
                the securities being registered.

         23(a)  Consent of KPMG Peat Marwick LLP.

         23(b)  Consent of Pitney,  Hardin,  Kipp & Szuch (included in Exhibit 5
                hereto).

         99     1996 Non-Employee Director Stock Plan (incorporated by reference
                to Exhibits filed with the Registrant's  Registration  Statement
                on  Form  S-1  (No.   333-12267),   declared  effective  by  the
                Commission on November 26, 1996).

ITEM   9.    Undertakings.

         1.     The undersigned Registrant hereby undertakes:

                    (a) To file,  during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material  information with respect
                     to the plan of distribution not previously disclosed in the
                     Registration  Statement  or any  material  change  to  such
                     information in the Registration Statement.

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

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

         2.     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 15(d) of the  Securities  Exchange Act of 1934
                that is incorporated by reference in this 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.

         3.     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, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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 Clifton, State of New Jersey, on this 6th day of
May, 1997.

                                                   LINENS'N THINGS, INC.

                                              By:  /S/ NORMAN AXELROD
                                                   -----------------------
                                                   Norman Axelrod
                                                   Chairman, President and
                                                   Chief Executive Officer

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

Signature                           Title                           Date

/S/ NORMAN AXELROD
-------------------------                                         May 6, 1997
   Norman Axelrod             Chairman, President and
                              Chief Executive Officer

/S/ CHARLES C. CONAWAY
-------------------------                                         May 6, 1997
   Charles C. Conaway                  Director

/S/ STANLEY P. GOLDSTEIN
-------------------------                                         May 6, 1997
   Stanley P. Goldstein                Director

/S/ PHILIP E. BEEKMAN
-------------------------                                         May 6, 1997
   Philip E. Beekman                   Director

/S/ JAMES M. TOMASZEWSKI
-------------------------                                         May 6, 1997
   James M. Tomaszewski       Senior Vice President, Chief
                              Financial Officer (Principal
                              Financial Officer)
/S/ WILLIAM T. GILES
-------------------------                                         May 6, 1997
   William T. Giles           Vice President, Finance, Controller
                              (Principal Accounting Officer)
INDEX TO EXHIBITS

   Exhibit No.                Description

         5                   Opinion of Pitney, Hardin, Kipp & Szuch

         23(a)               Consent of KPMG Peat Marwick LLP

         23(b)               Consent of Pitney,  Hardin,  Kipp & Szuch (included
                             in Exhibit 5 hereto).

         99                  1996 Non-Employee Director Stock Plan (incorporated
                             by   reference   to   Exhibits   filed   with   the
                             Registrant's  Registration  Statement  on Form  S-1
                             (No.   333-12267),   declared   effective   by  the
                             Commission on November 26, 1996).