<PAGE>


                                                     REGISTRATION NO. 33-
- --------------------------------------------------------------------------------

                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                    MOTOROLA, INC.
                  (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                   36-1115800
(STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS                     60196
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)

                          MOTOROLA SHARE OPTION PLAN OF 1982
                          MOTOROLA SHARE OPTION PLAN OF 1991
                          MOTOROLA SHARE OPTION PLAN OF 1996
                               (FULL TITLE OF THE PLAN)

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

                     CARL F. KOENEMANN, EXECUTIVE VICE PRESIDENT
                 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                    (708) 576-5000
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           CALCULATION OF REGISTRATION FEE

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

                                           Proposed      Proposed
 Title of                                  maximum       maximum
 securities              Amount            offering      aggregate  Amount of
 to be                   to be             price         offering   registration
 registered              registered(1)     per share(2)  price(2)   fee (2)
- --------------------------------------------------------------------------------
Motorola, Inc. Common
Stock ($3 Par Value)(3)  29,000,000 shares $60.5625  $1,756,312,500   $605,625

- --------------------------------------------------------------------------------
(1)Plus an indeterminate number of shares which may be required to be issued or
may be issued pursuant to Section 12 of the Share Option Plan of 1982, Section
11 of the Share Option Plan of 1991 and Section 3.3 of the Share Option Plan of
1996.  Any shares covered by outstanding options which terminate or expire under
the Share Option Plan of 1982 or the Share Option Plan of 1991 may be issued
under the Share Option Plan of 1996.
(2)Estimated solely for purposes of calculating registration fee, pursuant to
Rule 457(c) and (h)(1), on the basis of the average of the high and low reported
sales price of the registrant's Common Stock on the New York Stock Exchange -
Composite Tape on May 9, 1996.
(3)Includes preferred stock purchase rights.  Prior to the occurrence of certain
events, the preferred stock purchase rights will not be evidenced separately
from the Common Stock.

                               --------------------
The documents and materials which constitute a prospectus for purposes of this
Registration Statement shall also constitute a combined prospectus for purposes
of Registration Statement No. 33-40876.

<PAGE>

                                          2

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

    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.


PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Motorola, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") (File No.
1-7221) are incorporated herein by reference:

    1.   The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

    2.   The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 30, 1996, filed pursuant to the Exchange Act.

    3.   The description of the Company's Common Stock included in the
Registration Statement on Form 8-B dated July 2, 1973, including any amendment
or report filed for the purpose of updating such description.

    4    The description of the Company's Preferred Share Purchase Rights
included in the Registration Statement on Form 8-A dated November 15, 1988, as
amended by amendments on Forms 8 dated August 9, 1990 and December 2, 1992 and
Form 8-A/A dated February 28, 1994.

    All other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all the shares of the Company's Common
Stock offered hereby have been sold or which deregisters all the shares of the
Company's Common Stock then remaining unsold, shall be deemed to be incorporated
by reference into the

<PAGE>

                                          3

Registration Statement and to be 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 this purpose 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 the Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the shares offered under the Registration Statement is
being passed upon for the Company by William C. Fox, Senior Corporate Counsel in
the Company's Law Department.  Mr. Fox is an employee of the Company and, as
such, participates in various benefit plans of the Company.  By reason of such
participation, Mr. Fox owns, and holds options to purchase, shares of Common
Stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.  The Company's Restated Certificate of Incorporation, as
amended, and its Directors' and Officers' Liability Insurance Policy provide for
indemnification of the directors and officers of the Company against certain
liabilities.

ITEM 8.  EXHIBITS.

    5         Opinion and consent of William C. Fox,  Esq.

    23(a)     The consent of KPMG Peat Marwick LLP.

    23(b)     The consent of William C. Fox, Esq. is included in Exhibit 5.

<PAGE>

                                          4

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.  Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total
                   dollar value of securities offered would not exceed that
                   which was registered) and any deviation from the low or high
                   end of the estimated maximum offering range may be reflected
                   in the form of prospectus filed with the Securities and
                   Exchange Commission pursuant to Rule 424(b) under the
                   Securities Act of 1933 if, in the aggregate, the changes in
                   volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   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;

<PAGE>

                                          5

              PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3, Form S-8 or
         Form F-3, and the information required to be included in a post-
         effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission 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 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to 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

<PAGE>

                                          6

         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>

                                          7

                                      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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Schaumburg, State of Illinois, on
the 8th day of May, 1996.

                             MOTOROLA, INC.


                             By: Gary L. Tooker
                                -------------------------------------
                                  Gary L. Tooker
                                  Vice Chairman of the Board
                                  and Chief Executive Officer

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

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


 Gary L. Tooker            Director and Principal
- -------------------------
Gary L. Tooker               Executive Officer        May 8, 1996


 Carl F. Koenemann         Principal Financial
- -------------------------
Carl F. Koenemann               Officer               May 8, 1996


 Kenneth J. Johnson        Principal Accounting
- -------------------------
Kenneth J. Johnson              Officer               May 8, 1996

<PAGE>

                                          8

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

 H. Laurance Fuller               Director            May 8, 1996
- -------------------------
H. Laurance Fuller

 Christopher B. Galvin            Director            May 8, 1996
- -------------------------
Christopher B. Galvin


 Robert W. Galvin                 Director            May 8, 1996
- -------------------------
Robert W. Galvin


 Anne P. Jones                   Director             May 8, 1996
- -------------------------
Anne P. Jones


 Donald R. Jones                 Director             May 8, 1996
- -------------------------
Donald R. Jones


                                  Director            May 8, 1996
- -------------------------
Judy C. Lewent


 Walter E. Massey                Director             May 8, 1996
- -------------------------
Walter E. Massey


 John F. Mitchell               Director              May 8, 1996
- -------------------------
John F. Mitchell


 Thomas J. Murrin                Director             May 8, 1996
- -------------------------
Thomas J. Murrin

<PAGE>

                                          9

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



                                  Director            May 8, 1996
- -------------------------
Nicholas Negroponte


 John E. Pepper, Jr.             Director             May 8, 1996
- -------------------------
John E. Pepper, Jr.


 Samuel C. Scott III             Director             May 8, 1996
- -------------------------
Samuel C. Scott III


 William J. Weisz                Director             May 8, 1996
- -------------------------
William J. Weisz


 B. Kenneth West                  Director            May 8, 1996
- -------------------------
B. Kenneth West


 John A. White                   Director             May 8, 1996
- -------------------------
John A. White
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16143}]
{"company-data": {"conformed-name": "MOTOROLA INC", "cik": "0000068505", "assigned-sic": "3663", "irs-number": "361115800", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03731", "film-number": "96564563"}, "business-address": {"street1": "1303 E ALGONQUIN RD", "city": "SCHAUMBURG", "state": "IL", "zip": "60196", "phone": "7085765000"}, "former-company": {"former-conformed-name": "MOTOROLA DELAWARE INC", "date-changed": "19760414"}}
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------

                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                    MOTOROLA, INC.
                  (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                   36-1115800
(STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS                     60196
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)

                          MOTOROLA SHARE OPTION PLAN OF 1982
                          MOTOROLA SHARE OPTION PLAN OF 1991
                          MOTOROLA SHARE OPTION PLAN OF 1996
                               (FULL TITLE OF THE PLAN)

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

                     CARL F. KOENEMANN, EXECUTIVE VICE PRESIDENT
                 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                    (708) 576-5000
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           CALCULATION OF REGISTRATION FEE

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

                                           Proposed      Proposed
 Title of                                  maximum       maximum
 securities              Amount            offering      aggregate  Amount of
 to be                   to be             price         offering   registration
 registered              registered(1)     per share(2)  price(2)   fee (2)
- --------------------------------------------------------------------------------
Motorola, Inc. Common
Stock ($3 Par Value)(3)  29,000,000 shares $60.5625  $1,756,312,500   $605,625

- --------------------------------------------------------------------------------
(1)Plus an indeterminate number of shares which may be required to be issued or
may be issued pursuant to Section 12 of the Share Option Plan of 1982, Section
11 of the Share Option Plan of 1991 and Section 3.3 of the Share Option Plan of
1996.  Any shares covered by outstanding options which terminate or expire under
the Share Option Plan of 1982 or the Share Option Plan of 1991 may be issued
under the Share Option Plan of 1996.
(2)Estimated solely for purposes of calculating registration fee, pursuant to
Rule 457(c) and (h)(1), on the basis of the average of the high and low reported
sales price of the registrant's Common Stock on the New York Stock Exchange -
Composite Tape on May 9, 1996.
(3)Includes preferred stock purchase rights.  Prior to the occurrence of certain
events, the preferred stock purchase rights will not be evidenced separately
from the Common Stock.

                               --------------------
The documents and materials which constitute a prospectus for purposes of this
Registration Statement shall also constitute a combined prospectus for purposes
of Registration Statement No. 33-40876.
2

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

    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Motorola, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") (File No.
1-7221) are incorporated herein by reference:

    1.   The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

    2.   The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 30, 1996, filed pursuant to the Exchange Act.

    3.   The description of the Company's Common Stock included in the
Registration Statement on Form 8-B dated July 2, 1973, including any amendment
or report filed for the purpose of updating such description.

    4    The description of the Company's Preferred Share Purchase Rights
included in the Registration Statement on Form 8-A dated November 15, 1988, as
amended by amendments on Forms 8 dated August 9, 1990 and December 2, 1992 and
Form 8-A/A dated February 28, 1994.

    All other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all the shares of the Company's Common
Stock offered hereby have been sold or which deregisters all the shares of the
Company's Common Stock then remaining unsold, shall be deemed to be incorporated
by reference into the
3

Registration Statement and to be 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 this purpose 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 the Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the shares offered under the Registration Statement is
being passed upon for the Company by William C. Fox, Senior Corporate Counsel in
the Company's Law Department.  Mr. Fox is an employee of the Company and, as
such, participates in various benefit plans of the Company.  By reason of such
participation, Mr. Fox owns, and holds options to purchase, shares of Common
Stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.  The Company's Restated Certificate of Incorporation, as
amended, and its Directors' and Officers' Liability Insurance Policy provide for
indemnification of the directors and officers of the Company against certain
liabilities.

ITEM 8.  EXHIBITS.

    5         Opinion and consent of William C. Fox,  Esq.

    23(a)     The consent of KPMG Peat Marwick LLP.

    23(b)     The consent of William C. Fox, Esq. is included in Exhibit 5.
4

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.  Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total
                   dollar value of securities offered would not exceed that
                   which was registered) and any deviation from the low or high
                   end of the estimated maximum offering range may be reflected
                   in the form of prospectus filed with the Securities and
                   Exchange Commission pursuant to Rule 424(b) under the
                   Securities Act of 1933 if, in the aggregate, the changes in
                   volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   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;
5

              PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3, Form S-8 or
         Form F-3, and the information required to be included in a post-
         effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission 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 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to 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
6

         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.
7

                                      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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Schaumburg, State of Illinois, on
the 8th day of May, 1996.

                             MOTOROLA, INC.

                             By: Gary L. Tooker
                                -------------------------------------
                                  Gary L. Tooker
                                  Vice Chairman of the Board
                                  and Chief Executive Officer

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

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

 Gary L. Tooker            Director and Principal
- -------------------------
Gary L. Tooker               Executive Officer        May 8, 1996

 Carl F. Koenemann         Principal Financial
- -------------------------
Carl F. Koenemann               Officer               May 8, 1996

 Kenneth J. Johnson        Principal Accounting
- -------------------------
Kenneth J. Johnson              Officer               May 8, 1996
8

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

 H. Laurance Fuller               Director            May 8, 1996
- -------------------------
H. Laurance Fuller

 Christopher B. Galvin            Director            May 8, 1996
- -------------------------
Christopher B. Galvin

 Robert W. Galvin                 Director            May 8, 1996
- -------------------------
Robert W. Galvin

 Anne P. Jones                   Director             May 8, 1996
- -------------------------
Anne P. Jones

 Donald R. Jones                 Director             May 8, 1996
- -------------------------
Donald R. Jones

                                  Director            May 8, 1996
- -------------------------
Judy C. Lewent

 Walter E. Massey                Director             May 8, 1996
- -------------------------
Walter E. Massey

 John F. Mitchell               Director              May 8, 1996
- -------------------------
John F. Mitchell

 Thomas J. Murrin                Director             May 8, 1996
- -------------------------
Thomas J. Murrin
9

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

                                  Director            May 8, 1996
- -------------------------
Nicholas Negroponte

 John E. Pepper, Jr.             Director             May 8, 1996
- -------------------------
John E. Pepper, Jr.

 Samuel C. Scott III             Director             May 8, 1996
- -------------------------
Samuel C. Scott III

 William J. Weisz                Director             May 8, 1996
- -------------------------
William J. Weisz

 B. Kenneth West                  Director            May 8, 1996
- -------------------------
B. Kenneth West

 John A. White                   Director             May 8, 1996
- -------------------------
John A. White