<PAGE>

                                                          REGISTRATION NO.  333-


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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

                                       FORM S-8




                                REGISTRATION STATEMENT

                                        UNDER

                              THE SECURITIES ACT OF 1933

                         UNITED ASSET MANAGEMENT CORPORATION
--------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Its Charter)

                                       Delaware
--------------------------------------------------------------------------------
            (State or Other Jurisdiction of Incorporation or Organization)

                                      04-2714625
--------------------------------------------------------------------------------
                       (I.R.S. Employer Identification Number)

      One International Place, Boston, Massachusetts 02110, (617) 330-8900
--------------------------------------------------------------------------------
            (Address, Including Zip Code, and Telephone Number, Including
               Area Code, of Registrant's Principal Executive Offices)

                         UNITED ASSET MANAGEMENT CORPORATION
                     AMENDED AND RESTATED 1994 STOCK OPTION PLAN

                               (Full title of the plan)

            Joseph R. Ramrath, Senior Vice President and General Counsel,
                         United Asset Management Corporation
      One International Place, Boston, Massachusetts 02110, (617) 330-8900
--------------------------------------------------------------------------------
        (Name and Address, Including Zip Code, and Telephone Number, Including
                           Area Code, of Agent for Service)

                                       Copy to:

                       Andrea M. Teichman, Esq., Hill & Barlow,
      One International Place, Boston, Massachusetts 02110, (617) 428-3000
--------------------------------------------------------------------------------

<PAGE>

                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 
   TITLE OF            AMOUNT TO BE           PROPOSED             PROPOSED              AMOUNT OF
SECURITIES TO BE     REGISTERED(1)(2)          MAXIMUM             MAXIMUM             REGISTRATION
  REGISTERED                               OFFERING PRICE    AGGREGATE OFFERING            FEE(1)
                                             PER UNIT(3)           PRICE(3)
<S>                  <C>                   <C>               <C>                       <C>
Common Stock
($.01 par value)         5,500,000             $28.00          $154,000,000.00          $46,666.67

</TABLE>

    (1)  As permitted by Rule 429 under the Securities Act of 1933, the 
         prospectuses incorporated by reference in this Registration
         Statement also cover 6,197,850 shares of common stock (as adjusted
         to reflect a two-for-one stock split of the Company's common stock,
         effected in the form of a 100% stock dividend paid on June 21, 1996 to
         stockholders of record as of June 7, 1996) previously registered but 
         unissued (Registration Statement No. 33-54233).  The Registrant paid a
         filing fee of $39,034.42 with that Registration Statement ($37,801.54
         of which is attributable to the 6,197,850 shares of common stock
         covered by the prospectuses incorporated by reference in this
         Registration Statement).

    (2)  This Registration Statement also covers such additional shares of
         Common Stock as may be issuable pursuant to adjustments for any
         recapitalization, stock split, stock dividend or other similar change
         in the capitalization of the Company.

    (3)  Estimated solely for the purpose of computing the registration fee.
         This amount was calculated pursuant to Rule 457 upon the basis of the
         average of the high and low prices of the registrant's Common Stock as
         reported in the consolidated reporting system of the New York Stock
         Exchange on June 6, 1997.

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The documents listed below are incorporated by reference herein:  (a) the
Annual Report on Form 10-K of United Asset Management Corporation (the
"Company") for the year ended December 31, 1996; (b) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997; and (c) the
description of the Company's capital stock contained in its Registration
Statement under Section 12(g) of the Securities Exchange Act of 1934 on Form
8-A, filed on July 22, 1986, including any amendment or report filed for the
purpose of updating such description.  All reports and other documents filed by
the Company after the date hereof pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such report or document.

    Item 4.   DESCRIPTION OF SECURITIES.

    Not applicable.

    Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Certain legal matters relating to the shares of Common Stock, $.01 par
value, of the Company to be issued pursuant to the United Asset Management
Corporation Amended and Restated 1994 Stock Option Plan have been passed upon
for the Company by Hill & Barlow, a Professional Corporation, One International
Place, Boston, Massachusetts 02110.  John C. Vincent, Jr., a member of that
firm, is an Assistant Secretary of the Company.

    Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of officers and directors subject to certain
limitations.  The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person to be indemnified in connection with certain
actions, suits or proceedings (threatened, pending or completed) if the person
to be indemnified

<PAGE>

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 action or proceedings, if he had no reasonable cause to believe his
conduct was unlawful.  The Company's by-laws provide that it shall indemnify its
officers, directors, employees and agents to the extent permitted by law.

    The Company maintains insurance under which the insurers will reimburse the
Company for amounts which it has paid to its directors, officers and certain
other employees by way of indemnification for claims against such persons in
their official capacities which are not reimbursed by the Company.  The
insurance is subject to certain limitations and exclusions.  One of the
Company's directors serves as such under the terms of an agreement with a
corporation of which he is an officer.  In so serving, he is covered by the
officers and directors liability insurance policy maintained by such
corporation.

    Item 7.   EXEMPTION FROM REGISTRATION.

    Not applicable.

    Item 8.   EXHIBITS.

    See Exhibit Index.

    Item 9.   UNDERTAKINGS.

    A.   The undersigned registrant hereby undertakes:

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

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

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

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

         provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is


                                         II-2

<PAGE>

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 the registration statement.

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

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



                                         II-3
<PAGE>

                                      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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on June 11,
1997.
                                       UNITED ASSET MANAGEMENT CORPORATION
                                       (Registrant)


                                       By: /S/ WILLIAM H. PARK
                                           -------------------------------
                                           William H. Park,
                                           Executive Vice President and
                                           Chief Financial Officer


                                         II-4

<PAGE>

                                  POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Norton H. Reamer, William H. Park, and Joseph R. Ramrath, and each them singly,
his or her lawful attorneys with full power to them and each of them singly to
sign for him or her in his or her name in the capacity indicated below this
Registration Statement on Form S-8 (and any and all amendments hereto), hereby
ratifying and confirming his or her signature as it may be signed by his or her
said attorneys to this Registration Statement (and any and all amendments
hereto).

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

        Signature                            Title                   Date
        ---------                            -----                   ----

/s/ Norton H. Reamer
-------------------------------------- President and Chief       June 11, 1997 
Norton H. Reamer                       Executive Officer,                      
                                       Director                                
                                       

/s/ William H. Park
-------------------------------------- Executive Vice           June 11, 1997
William H. Park                        President and Chief
                                       Financial Officer
                                       (principal financial
                                       officer and principal
                                       accounting officer)


/s/ Harold J. Baxter
-------------------------------------- Director                 June 11, 1997
Harold J. Baxter

/s/ J. Duncan Campbell, Jr.
-------------------------------------- Director                 June 11, 1997
J. Duncan Campbell, Jr.

/s/ John P. Clay
-------------------------------------- Director                 June 11, 1997
John P. Clay


                                         II-5

<PAGE>

/s/ Robert J. Greenebaum
-------------------------------------- Director                 June 11, 1997
Robert J. Greenebaum

/s/ Beverly L. Hamilton
-------------------------------------- Director                 June 11, 1997
Beverly L. Hamilton

/s/ Bryant M. Hanley, Jr.
-------------------------------------- Director                 June 11, 1997
Bryant M. Hanley, Jr.

/s/ Jay O. Light
-------------------------------------- Director                 June 11, 1997
Jay O. Light

/s/ John F. McNamara
-------------------------------------- Director                 June 11, 1997
John F. McNamara

/s/ David I. Russell
-------------------------------------- Director                 June 11, 1997
David I. Russell

/s/ Philip Scaturro
-------------------------------------- Director                 June 11, 1997
Philip Scaturro

/s/ John A. Shane
-------------------------------------- Director                 June 11, 1997
John A. Shane


                                         II-6

<PAGE>

/s/ Larry D. Tashjian
-------------------------------------- Director                 June 11, 1997
Larry D. Tashjian


/s/ Barbara S. Thomas
-------------------------------------- Director                 June 11, 1997
Barbara S. Thomas


                                         II-7

<PAGE>

                                    EXHIBIT INDEX
    Certain of the following exhibits (those marked with an asterisk) are filed
herewith.  The remainder of the exhibits have heretofore been filed with the
Commission and are incorporated herein by reference.  Inapplicable items have
been omitted.

    Exhibit                            Title
    -------                            -----

      4.1     Restated Certificate of Incorporation of the Company (filed as an
              exhibit to the Company's Annual Report on Form 10-K for the year
              ended December 31, 1994, and incorporated herein by reference)

      4.2     By-Laws of the Company, as amended (filed as an exhibit to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1996, and incorporated herein by reference)

      4.3     Specimen Certificate of Common Stock, $0.01 par value, of the
              Company (filed as an exhibit to the Company's Form S-1 as filed
              with the Securities and Exchange Commission and which became
              effective on August 22, 1986, and incorporated herein by
              reference (Registration No. 33-6874))

      5*      Opinion of Hill & Barlow, a Professional Corporation

     23.1*    Consent of Hill & Barlow, a Professional Corporation (included in
              Exhibit 5)

     23.2*    Consent of Price Waterhouse LLP

      24*     Power of Attorney (included above)


                                         II-8
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REGISTRATION NO.  333-

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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

                                       FORM S-8

                                REGISTRATION STATEMENT

                                        UNDER

                              THE SECURITIES ACT OF 1933

                         UNITED ASSET MANAGEMENT CORPORATION
--------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Its Charter)

                                       Delaware
--------------------------------------------------------------------------------
            (State or Other Jurisdiction of Incorporation or Organization)

                                      04-2714625
--------------------------------------------------------------------------------
                       (I.R.S. Employer Identification Number)

      One International Place, Boston, Massachusetts 02110, (617) 330-8900
--------------------------------------------------------------------------------
            (Address, Including Zip Code, and Telephone Number, Including
               Area Code, of Registrant's Principal Executive Offices)

                         UNITED ASSET MANAGEMENT CORPORATION
                     AMENDED AND RESTATED 1994 STOCK OPTION PLAN

                               (Full title of the plan)

            Joseph R. Ramrath, Senior Vice President and General Counsel,
                         United Asset Management Corporation
      One International Place, Boston, Massachusetts 02110, (617) 330-8900
--------------------------------------------------------------------------------
        (Name and Address, Including Zip Code, and Telephone Number, Including
                           Area Code, of Agent for Service)

                                       Copy to:

                       Andrea M. Teichman, Esq., Hill & Barlow,
      One International Place, Boston, Massachusetts 02110, (617) 428-3000
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
TITLE OF            AMOUNT TO BE           PROPOSED             PROPOSED              AMOUNT OF
SECURITIES TO BE     REGISTERED(1)(2)          MAXIMUM             MAXIMUM             REGISTRATION
  REGISTERED                               OFFERING PRICE    AGGREGATE OFFERING            FEE(1)
                                             PER UNIT(3)           PRICE(3)
Common Stock
($.01 par value)         5,500,000             $28.00          $154,000,000.00          $46,666.67
(1)  As permitted by Rule 429 under the Securities Act of 1933, the 
         prospectuses incorporated by reference in this Registration
         Statement also cover 6,197,850 shares of common stock (as adjusted
         to reflect a two-for-one stock split of the Company's common stock,
         effected in the form of a 100% stock dividend paid on June 21, 1996 to
         stockholders of record as of June 7, 1996) previously registered but 
         unissued (Registration Statement No. 33-54233).  The Registrant paid a
         filing fee of $39,034.42 with that Registration Statement ($37,801.54
         of which is attributable to the 6,197,850 shares of common stock
         covered by the prospectuses incorporated by reference in this
         Registration Statement).

    (2)  This Registration Statement also covers such additional shares of
         Common Stock as may be issuable pursuant to adjustments for any
         recapitalization, stock split, stock dividend or other similar change
         in the capitalization of the Company.

    (3)  Estimated solely for the purpose of computing the registration fee.
         This amount was calculated pursuant to Rule 457 upon the basis of the
         average of the high and low prices of the registrant's Common Stock as
         reported in the consolidated reporting system of the New York Stock
         Exchange on June 6, 1997.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The documents listed below are incorporated by reference herein:  (a) the
Annual Report on Form 10-K of United Asset Management Corporation (the
"Company") for the year ended December 31, 1996; (b) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997; and (c) the
description of the Company's capital stock contained in its Registration
Statement under Section 12(g) of the Securities Exchange Act of 1934 on Form
8-A, filed on July 22, 1986, including any amendment or report filed for the
purpose of updating such description.  All reports and other documents filed by
the Company after the date hereof pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such report or document.

    Item 4.   DESCRIPTION OF SECURITIES.

    Not applicable.

    Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Certain legal matters relating to the shares of Common Stock, $.01 par
value, of the Company to be issued pursuant to the United Asset Management
Corporation Amended and Restated 1994 Stock Option Plan have been passed upon
for the Company by Hill & Barlow, a Professional Corporation, One International
Place, Boston, Massachusetts 02110.  John C. Vincent, Jr., a member of that
firm, is an Assistant Secretary of the Company.

    Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of officers and directors subject to certain
limitations.  The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person to be indemnified in connection with certain
actions, suits or proceedings (threatened, pending or completed) if the person
to be indemnified
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 action or proceedings, if he had no reasonable cause to believe his
conduct was unlawful.  The Company's by-laws provide that it shall indemnify its
officers, directors, employees and agents to the extent permitted by law.

    The Company maintains insurance under which the insurers will reimburse the
Company for amounts which it has paid to its directors, officers and certain
other employees by way of indemnification for claims against such persons in
their official capacities which are not reimbursed by the Company.  The
insurance is subject to certain limitations and exclusions.  One of the
Company's directors serves as such under the terms of an agreement with a
corporation of which he is an officer.  In so serving, he is covered by the
officers and directors liability insurance policy maintained by such
corporation.

    Item 7.   EXEMPTION FROM REGISTRATION.

    Not applicable.

    Item 8.   EXHIBITS.

    See Exhibit Index.

    Item 9.   UNDERTAKINGS.

    A.   The undersigned registrant hereby undertakes:

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

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

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

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

         provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is

                                         II-2
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 the registration statement.

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

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

                                         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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on June 11,
1997.
                                       UNITED ASSET MANAGEMENT CORPORATION
                                       (Registrant)

                                       By: /S/ WILLIAM H. PARK
                                           -------------------------------
                                           William H. Park,
                                           Executive Vice President and
                                           Chief Financial Officer

                                         II-4
POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Norton H. Reamer, William H. Park, and Joseph R. Ramrath, and each them singly,
his or her lawful attorneys with full power to them and each of them singly to
sign for him or her in his or her name in the capacity indicated below this
Registration Statement on Form S-8 (and any and all amendments hereto), hereby
ratifying and confirming his or her signature as it may be signed by his or her
said attorneys to this Registration Statement (and any and all amendments
hereto).

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

        Signature                            Title                   Date
        ---------                            -----                   ----

/s/ Norton H. Reamer
-------------------------------------- President and Chief       June 11, 1997 
Norton H. Reamer                       Executive Officer,                      
                                       Director                                
                                       

/s/ William H. Park
-------------------------------------- Executive Vice           June 11, 1997
William H. Park                        President and Chief
                                       Financial Officer
                                       (principal financial
                                       officer and principal
                                       accounting officer)

/s/ Harold J. Baxter
-------------------------------------- Director                 June 11, 1997
Harold J. Baxter

/s/ J. Duncan Campbell, Jr.
-------------------------------------- Director                 June 11, 1997
J. Duncan Campbell, Jr.

/s/ John P. Clay
-------------------------------------- Director                 June 11, 1997
John P. Clay

                                         II-5
/s/ Robert J. Greenebaum
-------------------------------------- Director                 June 11, 1997
Robert J. Greenebaum

/s/ Beverly L. Hamilton
-------------------------------------- Director                 June 11, 1997
Beverly L. Hamilton

/s/ Bryant M. Hanley, Jr.
-------------------------------------- Director                 June 11, 1997
Bryant M. Hanley, Jr.

/s/ Jay O. Light
-------------------------------------- Director                 June 11, 1997
Jay O. Light

/s/ John F. McNamara
-------------------------------------- Director                 June 11, 1997
John F. McNamara

/s/ David I. Russell
-------------------------------------- Director                 June 11, 1997
David I. Russell

/s/ Philip Scaturro
-------------------------------------- Director                 June 11, 1997
Philip Scaturro

/s/ John A. Shane
-------------------------------------- Director                 June 11, 1997
John A. Shane

                                         II-6
/s/ Larry D. Tashjian
-------------------------------------- Director                 June 11, 1997
Larry D. Tashjian

/s/ Barbara S. Thomas
-------------------------------------- Director                 June 11, 1997
Barbara S. Thomas

                                         II-7
EXHIBIT INDEX
    Certain of the following exhibits (those marked with an asterisk) are filed
herewith.  The remainder of the exhibits have heretofore been filed with the
Commission and are incorporated herein by reference.  Inapplicable items have
been omitted.

    Exhibit                            Title
    -------                            -----

      4.1     Restated Certificate of Incorporation of the Company (filed as an
              exhibit to the Company's Annual Report on Form 10-K for the year
              ended December 31, 1994, and incorporated herein by reference)

      4.2     By-Laws of the Company, as amended (filed as an exhibit to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1996, and incorporated herein by reference)

      4.3     Specimen Certificate of Common Stock, $0.01 par value, of the
              Company (filed as an exhibit to the Company's Form S-1 as filed
              with the Securities and Exchange Commission and which became
              effective on August 22, 1986, and incorporated herein by
              reference (Registration No. 33-6874))

      5*      Opinion of Hill & Barlow, a Professional Corporation

     23.1*    Consent of Hill & Barlow, a Professional Corporation (included in
              Exhibit 5)

     23.2*    Consent of Price Waterhouse LLP

      24*     Power of Attorney (included above)

                                         II-8