<PAGE>
 
             As filed with the Securities and Exchange Commission
                            on February 28, 1996

                                                  Registration No. _____________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

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

             Massachusetts                                  04-2866152
             -------------                                  ----------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                      Identification No.)

   128 Technology Drive, Waltham, MA                           02154
   ---------------------------------                           -----
(Address of Principal Executive Offices)                     (Zip Code)


                        1996 DIRECTOR STOCK OPTION PLAN
                        -------------------------------
                             (Full title of Plan)


                                Edwin J. Gillis
              Senior Vice President of Finance and Administration
                       Parametric Technology Corporation
                             128 Technology Drive
                         Waltham, Massachusetts 02154
                         ----------------------------
                    (Name and address of agent for service)

                                (617) 398-5000
                                --------------
         (Telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
<TABLE>
<CAPTION>
 
                                            Proposed          Proposed
Title of securities     Amount to be    maximum offering  maximum aggregate     Amount of
to be registered         registered     price per share    offering price    registration fee
---------------------  ---------------  ----------------  -----------------  ----------------
<S>                    <C>              <C>               <C>                <C>
 
Common Stock,         90,000 shares/1/      $73.25/2/       $6,592,500/2/       $2,273.28
$.01 par value
</TABLE>

--------------------
/1/  This Registration Statement registers shares to be offered by Registrant
     pursuant to its 1996 Director Stock Option Plan.

/2/  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933, and based on
     the average of the high and low sale prices of the Common Stock as reported
     by the Nasdaq Stock Market's National Market on February 26, 1996

                                 Page 1 of 20
                            (Exhibit Index on p. 7)
<PAGE>
 
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

(a)  The Registrant's latest annual report on Form 10-K filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act").

(b)  All other reports of the Registrant filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year covered by the
     annual report referred to in (a) above.

(c)  The description of the Registrant's Common Stock, par value $.01 per share
     (the "Common Stock"), contained in the Registrant's registration statement
     on Form 8-A, filed with the Commission October 26, 1989, under the Exchange
     Act, including any amendment or report filed for the purpose of updating
     such description.

        All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and 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.

        Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
67") provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a 
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. In its Restated
Articles of Organization, the Registrant has elected to commit to provide
indemnification to its directors and officers in specified circumstances.
Generally, Article 6 of the Registrant's Restated Articles of Organization
provides that the Registrant shall indemnify directors and officers of the
Registrant against liabilities and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors or
officers or by reason of their agreeing to serve, at the request of the
Registrant, as a director or officer of, or in a similar capacity with, another
organization or in any capacity with respect to any employee benefit plan of the
Registrant. Under this provision, a director or officer of the Registrant shall
be indemnified by the Registrant for all expenses,

                                       2
<PAGE>
 
judgments, fines and amounts paid in settlement of such proceedings, even if he
is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Registrant.

        The Registrant's Restated Articles of Organization establish the
presumption that the director or officer has met the applicable standard of
conduct required for indemnification. The indemnification described above shall
be made unless the Board of Directors or independent counsel determines that the
applicable standard of conduct has not been met. Such a determination may be
made by a majority of a quorum of the directors, independent legal counsel, the
stockholders, or a court of competent jurisdiction. The Board of Directors shall
authorize advancing litigation expenses to a director or officer at his request
upon receipt of an undertaking by such director or officer to repay such
expenses if it is ultimately determined that he is not entitled to
indemnification for such expenses.

        The Registrant's Restated Articles of Organization also provide that, in
the event of a determination by the Board of Directors or independent legal
counsel that a director or officer did not meet the standard of conduct required
for indemnification, or if the Registrant fails to make an indemnification
payment or an advance of expenses within 60 days after such payment is claimed
by a director or officer, such director or officer may petition a court to make
an independent determination of whether such director or officer is entitled to
indemnification. The Registrant's Restated Articles of Organization explicitly
provide for partial indemnification of costs and expenses in the event that a
director or officer is not entitled to full indemnification.

        Article 6 of the Registrant's Restated Articles of Organization also
eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of a director's
fiduciary duty, except to the extent Chapter 156B of the Massachusetts General
laws prohibits the elimination or limitation of such liability.


Item 7. Exemption from Registration Claimed.

  Not Applicable.

Item 8.  Exhibits.

  See Exhibit Index immediately following signature pages.

Item 9.  Undertakings.

  (a) The undersigned Registrant hereby undertakes:

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

            (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represents a fundamental change in the information set forth
        in this Registration Statement;

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

                                       3
<PAGE>
 
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 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in 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.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 hereof, 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.

                                       4
<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 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 Waltham, Massachusetts, on the 8th day of
February, 1996.


                               PARAMETRIC TECHNOLOGY CORPORATION


                               By: /s/ Steven C. Walske
                                   ------------------------------
                               Steven C. Walske
                               Chief Executive Officer and Chairman of the Board


                               POWER OF ATTORNEY
                                        
          We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute C. Richard Harrison, Edwin J. Gillis
and Martha L. Durcan, Esq., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Parametric
Technology Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said registration statement and
any and all amendments thereto.

          WITNESS our hands and common seal on the date set forth below.

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

<TABLE> 
<CAPTION> 

     Signature                                       Title                                Date
     ---------                                       -----                                ----
<S>                                                  <C>                             <C> 
(i)  Principal Executive Officer:


     /s/ Steven C. Walske                            Chief Executive Officer         February 8, 1996
     -------------------------------------------     and Chairman of the Board
     Steven C. Walske                               

(ii) Principal Financial and Accounting Officer:


     /s/ Edwin J. Gillis                             Senior Vice President           February 8, 1996
     -------------------------------------------     of Finance and
     Edwin J. Gillis                                 Administration, Chief 
                                                     Financial Officer and  
                                                     Treasurer              
                                                                            
</TABLE> 

                                       5
<PAGE>
 
<TABLE> 
<CAPTION> 

     Signature                                       Title                                Date
     ---------                                       -----                                ----
<S>                                                  <C>                             <C> 

(iii)  Board of Directors:


     /s/ Steven C. Walske                            Director                        February 8, 1996
     --------------------------------------
     Steven C. Walske


     /s/ C. Richard Harrison                         Director                        February 8, 1996
     --------------------------------------
     C. Richard Harrison


     /s/ Robert N. Goldman                           Director                        February 8, 1996
     --------------------------------------
     Robert N. Goldman


     /s/ Donald K. Grierson                          Director                        February 8, 1996
     --------------------------------------
     Donald K. Grierson


     /s/ Noel G. Posternak                           Director                        February 8, 1996
     --------------------------------------
     Noel G. Posternak


     /s/ Michael E. Porter                           Director                        February 8, 1996
     --------------------------------------
     Michael E. Porter


     /s/ Oscar B. Marx, III                          Director                        February 8, 1996
     --------------------------------------
     Oscar B. Marx, III
</TABLE> 

                                       6
<PAGE>
 
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit
Number                  Description                            Page
------                  -----------                            ----
<S>       <C>                                                  <C>
 
 
4.1(a)    Restated Articles of Organization. Filed                 *
          as Exhibit 3.4 to the Annual Report on
          Form 10-K for the fiscal year ended
          September 30, 1993 and incorporated herein
          by reference.
 
4.1(b)    Articles of Amendment to Restated                        8
          Articles of Organization of the
          Registrant.
 
4.2       By-Laws, as amended and restated, of the                 *
          Registrant.  Filed as Exhibit 3.2 to the
          Annual Report on Form 10-K for the fiscal
          year ended September 30, 1990 and
          incorporated herein by reference.
 
5.1       Opinion of Palmer & Dodge as to the legality of         12
          the securities registered hereunder.
 
23.1      Consent of Palmer & Dodge (included in Exhibit 5.1).
 
23.2      Consent of Price Waterhouse LLP.                        13
 
24.1      Power of Attorney (contained on the
          signature page hereto).
 
99.1      1996 Director Stock Option Plan                         14

</TABLE>

----------------- 
* Incorporated by reference

                                       7
[{"type": "S-8", "sequence": "1", "description": "1996 DIRECTORS STOCK OPTION PLAN", "secsgml_size_bytes": 18407}]
{"company-data": {"conformed-name": "PARAMETRIC TECHNOLOGY CORP", "cik": "0000857005", "assigned-sic": "7372", "irs-number": "042866152", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01299", "film-number": "96527939"}, "business-address": {"street1": "128 TECHNOLOGY DRIVE", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6173985000"}, "mail-address": {"street1": "128 TECHNOLOGY CORP", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
As filed with the Securities and Exchange Commission
                            on February 28, 1996

                                                  Registration No. _____________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

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

             Massachusetts                                  04-2866152
             -------------                                  ----------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                      Identification No.)

   128 Technology Drive, Waltham, MA                           02154
   ---------------------------------                           -----
(Address of Principal Executive Offices)                     (Zip Code)

                        1996 DIRECTOR STOCK OPTION PLAN
                        -------------------------------
                             (Full title of Plan)

                                Edwin J. Gillis
              Senior Vice President of Finance and Administration
                       Parametric Technology Corporation
                             128 Technology Drive
                         Waltham, Massachusetts 02154
                         ----------------------------
                    (Name and address of agent for service)

                                (617) 398-5000
                                --------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
Proposed          Proposed
Title of securities     Amount to be    maximum offering  maximum aggregate     Amount of
to be registered         registered     price per share    offering price    registration fee
---------------------  ---------------  ----------------  -----------------  ----------------
Common Stock,         90,000 shares/1/      $73.25/2/       $6,592,500/2/       $2,273.28
$.01 par value
--------------------
/1/  This Registration Statement registers shares to be offered by Registrant
     pursuant to its 1996 Director Stock Option Plan.

/2/  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933, and based on
     the average of the high and low sale prices of the Common Stock as reported
     by the Nasdaq Stock Market's National Market on February 26, 1996

                                 Page 1 of 20
                            (Exhibit Index on p. 7)
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

(a)  The Registrant's latest annual report on Form 10-K filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act").

(b)  All other reports of the Registrant filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year covered by the
     annual report referred to in (a) above.

(c)  The description of the Registrant's Common Stock, par value $.01 per share
     (the "Common Stock"), contained in the Registrant's registration statement
     on Form 8-A, filed with the Commission October 26, 1989, under the Exchange
     Act, including any amendment or report filed for the purpose of updating
     such description.

        All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and 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.

        Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
67") provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a 
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. In its Restated
Articles of Organization, the Registrant has elected to commit to provide
indemnification to its directors and officers in specified circumstances.
Generally, Article 6 of the Registrant's Restated Articles of Organization
provides that the Registrant shall indemnify directors and officers of the
Registrant against liabilities and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors or
officers or by reason of their agreeing to serve, at the request of the
Registrant, as a director or officer of, or in a similar capacity with, another
organization or in any capacity with respect to any employee benefit plan of the
Registrant. Under this provision, a director or officer of the Registrant shall
be indemnified by the Registrant for all expenses,

                                       2
judgments, fines and amounts paid in settlement of such proceedings, even if he
is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Registrant.

        The Registrant's Restated Articles of Organization establish the
presumption that the director or officer has met the applicable standard of
conduct required for indemnification. The indemnification described above shall
be made unless the Board of Directors or independent counsel determines that the
applicable standard of conduct has not been met. Such a determination may be
made by a majority of a quorum of the directors, independent legal counsel, the
stockholders, or a court of competent jurisdiction. The Board of Directors shall
authorize advancing litigation expenses to a director or officer at his request
upon receipt of an undertaking by such director or officer to repay such
expenses if it is ultimately determined that he is not entitled to
indemnification for such expenses.

        The Registrant's Restated Articles of Organization also provide that, in
the event of a determination by the Board of Directors or independent legal
counsel that a director or officer did not meet the standard of conduct required
for indemnification, or if the Registrant fails to make an indemnification
payment or an advance of expenses within 60 days after such payment is claimed
by a director or officer, such director or officer may petition a court to make
an independent determination of whether such director or officer is entitled to
indemnification. The Registrant's Restated Articles of Organization explicitly
provide for partial indemnification of costs and expenses in the event that a
director or officer is not entitled to full indemnification.

        Article 6 of the Registrant's Restated Articles of Organization also
eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of a director's
fiduciary duty, except to the extent Chapter 156B of the Massachusetts General
laws prohibits the elimination or limitation of such liability.

Item 7. Exemption from Registration Claimed.

  Not Applicable.

Item 8.  Exhibits.

  See Exhibit Index immediately following signature pages.

Item 9.  Undertakings.

  (a) The undersigned Registrant hereby undertakes:

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

            (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represents a fundamental change in the information set forth
        in this Registration Statement;

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

                                       3
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 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in 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.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 hereof, 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.

                                       4
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 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 Waltham, Massachusetts, on the 8th day of
February, 1996.

                               PARAMETRIC TECHNOLOGY CORPORATION

                               By: /s/ Steven C. Walske
                                   ------------------------------
                               Steven C. Walske
                               Chief Executive Officer and Chairman of the Board

                               POWER OF ATTORNEY
                                        
          We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute C. Richard Harrison, Edwin J. Gillis
and Martha L. Durcan, Esq., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Parametric
Technology Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said registration statement and
any and all amendments thereto.

          WITNESS our hands and common seal on the date set forth below.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                                       Title                                Date
     ---------                                       -----                                ----
(i)  Principal Executive Officer:

     /s/ Steven C. Walske                            Chief Executive Officer         February 8, 1996
     -------------------------------------------     and Chairman of the Board
     Steven C. Walske                               

(ii) Principal Financial and Accounting Officer:

     /s/ Edwin J. Gillis                             Senior Vice President           February 8, 1996
     -------------------------------------------     of Finance and
     Edwin J. Gillis                                 Administration, Chief 
                                                     Financial Officer and  
                                                     Treasurer
5
Signature                                       Title                                Date
     ---------                                       -----                                ----
(iii)  Board of Directors:

     /s/ Steven C. Walske                            Director                        February 8, 1996
     --------------------------------------
     Steven C. Walske

     /s/ C. Richard Harrison                         Director                        February 8, 1996
     --------------------------------------
     C. Richard Harrison

     /s/ Robert N. Goldman                           Director                        February 8, 1996
     --------------------------------------
     Robert N. Goldman

     /s/ Donald K. Grierson                          Director                        February 8, 1996
     --------------------------------------
     Donald K. Grierson

     /s/ Noel G. Posternak                           Director                        February 8, 1996
     --------------------------------------
     Noel G. Posternak

     /s/ Michael E. Porter                           Director                        February 8, 1996
     --------------------------------------
     Michael E. Porter

     /s/ Oscar B. Marx, III                          Director                        February 8, 1996
     --------------------------------------
     Oscar B. Marx, III
6
EXHIBIT INDEX
Exhibit
Number                  Description                            Page
------                  -----------                            ----
4.1(a)    Restated Articles of Organization. Filed                 *
          as Exhibit 3.4 to the Annual Report on
          Form 10-K for the fiscal year ended
          September 30, 1993 and incorporated herein
          by reference.
 
4.1(b)    Articles of Amendment to Restated                        8
          Articles of Organization of the
          Registrant.
 
4.2       By-Laws, as amended and restated, of the                 *
          Registrant.  Filed as Exhibit 3.2 to the
          Annual Report on Form 10-K for the fiscal
          year ended September 30, 1990 and
          incorporated herein by reference.
 
5.1       Opinion of Palmer & Dodge as to the legality of         12
          the securities registered hereunder.
 
23.1      Consent of Palmer & Dodge (included in Exhibit 5.1).
 
23.2      Consent of Price Waterhouse LLP.                        13
 
24.1      Power of Attorney (contained on the
          signature page hereto).
 
99.1      1996 Director Stock Option Plan                         14
----------------- 
* Incorporated by reference

                                       7