<PAGE>



     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997

                                                      REGISTRATION NO. 333-

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

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549
                              _________________________

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

                                 RYKOFF-SEXTON, INC.
                (Exact name of registrant as specified in its charter)
    
                                                                
    DELAWARE                                                      95-2134693
    --------                                                      ----------
(State or other jurisdiction or                                 (IRS Employer
incorporation or organization)                               Identification No.)

                                 613 Baltimore Drive 
                             Wilkes-Barre, PA 18702-7944
             (Address, including zip code of principal executive offices)
                         ____________________________________

                1995 KEY EMPLOYEE STOCK OPTION AND COMPENSATION PLAN 
                                 (Full title of plan)
                         ____________________________________

                                Mark Van Stekelenburg 
                        Chairman of the Board and Chief Executive Officer 
                                 613 Baltimore Drive 
                             Wilkes-Barre, PA 18702-7944
                                   (717) 830-7103 
            (Name, and address, including zip code, and telephone number,
                      including area code, of agent for service)

                                       Copy to:
                                Neil P. Ayotte, Esq. 
                          Maslon Edelman Borman & Brand, LLP
                                 3300 Norwest Center
                                 90 South 7th Street
                             Minneapolis, Minnesota 55402
                                    (612) 672-8200


                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

TITLE OF                                                           
OF                                                              
SECURITIES                   PROPOSED MAXIMUM   PROPOSED MAXIMUM   AMOUNT OF
TO BE        AMOUNT TO BE     OFFERING PRICE    AGGREGATE          REGISTRATION
REGISTERED   REGISTERED (1)   PER SHARE (1)     OFFERING PRICE     FEE
--------------------------------------------------------------------------------
Common Stock    400,000          $26.3438       $10,537,520.00     $3,193.19 
($0.10 par      shares
value per 
share)      
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)   Estimated solely for purposes of computing the registration fee in 
      accordance with Rule 457(h) and based upon the average of the high
      and low sales prices of the Common Stock on the New York Stock Exchange on
       July 16, 1997.

<PAGE>
                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by the registrant with the Securities and 
Exchange Commission are incorporated herein by reference and made a part 
hereof:

  (a)    Annual Report on Form 10-K for the year ended April 27, 1996,
         including the information incorporated by reference from the
         registrant's Annual Report to Stockholders;

  (b)    Quarterly Reports on Form 10-Q for the transition period between 
         April 28, 1996 and June 29, 1996 and the quarterly periods ended
         September 28, 1996, December 28, 1996 and March 29, 1997;

  (c)    Current Reports on Form 8-K, dated May 16, 1996 and June 30, 1997;

  (d)    The description of Common Stock included under the caption "Capital
         Stock to be Registered" in its Registration Statement on Form 8-A,
         dated February 9, 1981, including any amendments or reports filed for
         the purpose of updating such description.         

    All documents subsequently filed by the registrant 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 securities offered have 
been sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and to 
be part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  

    Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), or
if they acted 


                                        II-1
<PAGE>


in good faith in a manner they reasonably believed to be in or not opposed to 
the best interests of the corporation, and, with respect to any criminal 
action or proceeding, had no reasonable cause to believe their conduct was 
unlawful.  A similar standard is applicable in the case of derivative 
actions, except that indemnification only extends to expenses (including 
attorneys' fees) incurred in connection with the defense or settlement of 
such action, and the statute requires court approval before there can be any 
indemnification where the person seeking indemnification has been found 
liable to the corporation.  The statute provides that it is not exclusive of 
other indemnification that may be granted by a corporation's charter, bylaws, 
disinterested director vote, stockholder vote, agreement or otherwise.

    The registrant's Certificate of Incorporation, as amended, requires that 
the registrant provide for indemnification of directors, officers, employees 
and agents (each an "Indemnified Party") or the registrant to the fullest 
extent permitted by Delaware law.  The registrant will indemnify any 
Indemnified Party who is, or is threatened to be made, party to any 
threatened, pending or completed legal action, suit or proceeding, whether 
civil, criminal, administrative or investigative (other than an action by or 
in right of such corporation), by reason of the fact that such person is or 
was a director or officer of the registrant or for serving at the request of 
the registrant as a director, officer, employee or agent of another 
corporation or enterprise.  The indemnity may include expenses (including 
attorneys' fees), judgment, fines and amounts paid in settlement actually and 
reasonably incurred by such person in connection with such action, suit or 
proceeding, if such person acted in good faith and in a manner reasonably 
believed to be in or not opposed to the corporation's best interests and, 
with respect to any criminal proceeding, had no reasonable cause to believe 
that his conduct was unlawful.  Delaware law further provides for the 
indemnification of its directors and officers in an action by or in the right 
of the corporation under the same conditions, except that no indemnification 
is permitted without judicial approval if the director or officer is adjudged 
to be liable to the corporation.  Any indemnification must be authorized 
based on a determination that the indemnification is proper as the applicable 
standard of conduct has been met by the Indemnified Party. Such determination 
will be made by a majority vote of a quorum of the Board consisting of 
directors not a party to the suit, action, or proceeding, by a written 
opinion of independent legal counsel or by the stockholders.  Expenses 
incurred by an officer or director may be paid by the registrant in advance 
of the final disposition of an action, suit or proceeding upon the 
undertaking of such person to repay the registrant any amount it is 
ultimately determined that he or she is not entitled to receive indemnity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.


                                        II-2
<PAGE>


ITEM 8.  EXHIBITS.

    5.   Opinion of Maslon Edelman Borman & Brand, LLP

    23A. Consent of Arthur Andersen LLP

    23B. Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5)

    24.  Power of Attorney (included on signature page)

ITEM 9.  UNDERTAKINGS.

    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; and 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.

    (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.

    The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (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.

    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 

                                        II-3
<PAGE>


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-4
<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 Wilkes-Barre, Commonwealth of 
Pennsylvania, on July 21, 1997.

                                            RYKOFF-SEXTON, INC. 


                                            By /s/ MARK VAN STEKELENBURG  
                                               ---------------------------
                                            Mark Van Stekelenburg 
                                            Chairman of the Board and
                                            Chief Executive Officer

    KNOWN ALL BY THESE PRESENTS, that each person whose signature appears 
below hereby constitutes and appoints Mark Van Stekelenburg, David McAnally 
and Neil I. Sell each or any of them, his true and lawful attorneys-in-fact 
and agents, with full power of substitution and resubstitution for him and in 
his name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration 
Statement and to file the same with all exhibits thereto, and other documents 
in connection therewith with the Securities and Exchange Commission, granting 
unto said attorneys-in-fact and agents, and each of them, full power and 
authority to do and perform each and every act and thing requisite or 
necessary to be done in and about the premises, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming 
all that said attorneys-in-fact and agents or any of them, or their or his 
substitutes, may lawfully do or cause to be done by virtue thereof.

    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below on the 21st day of July, 1997, 
by the following persons in the capacities indicated:

    Signature                         Title
    ---------                         -----

    /s/ MARK VAN STEKELENBURG    
    -----------------------------
    Mark Van Stekelenburg             Chairman of the Board and Chief Executive
                                      Officer (Principal Executive Officer) 

    /s/ FRANK H. BEVENINO   
    -----------------------------
    Frank H. Bevevino                 President 

    /s/ DAVID MCANALLY     
    -----------------------------
    David McAnally                   Senior Vice President and Chief Financial
                                      Officer (Principal Financial Officer and
                                      Principal Accounting Officer) 

<PAGE>


    /s/ MATHIAS B. BOWMAN        
    -----------------------------
    Mathias B. Bowman                 Director

    /s/ RICHARD FINK                  
    -----------------------------
    Richard Fink                      Director

    /s/ ALBERT J. FITZGIBBONS, III    
    -----------------------------
    Albert J. Fitzgibbons, III        Director

    /s/ JAN W. JEURGENS          
    -----------------------------
    Jan W. Jeurgens                   Director 

    /s/ SUNIL C. KHANNA          
    -----------------------------
    Sunil C. Khanna                   Director 

    /s/ JAMES I. MASLON          
    -----------------------------
    James I. Maslon                   Director

    /s/ JAMES P. MISCOLL         
    -----------------------------
    James P. Miscoll                  Director 

    /s/ NEIL I. SELL             
    -----------------------------
    Neil I. Sell                      Director

    /s/ BERNARD SWEET       
    -----------------------------
    Bernard Sweet                     Director

    /s/ ROBERT W. WILLIAMSON     
    -----------------------------
    Robert W. Williamson              Director 
    


<PAGE>

                                    EXHIBIT INDEX

Exhibit
-------

   5.              Opinion of Maslon Edelman Borman & Brand, LLP
   23A.            Consent of Arthur Andersen LLP
   23B.            Consent of Maslon Edelman Borman & Brand, LLP (contained in
   24              Power of Attorney (included on signature page)



                                        II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16806}]
{"company-data": {"conformed-name": "RYKOFF SEXTON INC", "cik": "0000085973", "assigned-sic": "5140", "irs-number": "952134693", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31799", "film-number": "97643808"}, "business-address": {"street1": "613 BALITIMORE DRIVE", "city": "WILHES-BARRE", "state": "PA", "zip": "18702-7944", "phone": "7178307100"}, "mail-address": {"street1": "613 BALTMORE DRIVE", "city": "WILKES-BARRE", "state": "PA", "zip": "18702-7944"}, "former-company": {"former-conformed-name": "RYKOFF S E & CO", "date-changed": "19850124"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997

                                                      REGISTRATION NO. 333-

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

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549
                              _________________________

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

                                 RYKOFF-SEXTON, INC.
                (Exact name of registrant as specified in its charter)
    
                                                                
    DELAWARE                                                      95-2134693
    --------                                                      ----------
(State or other jurisdiction or                                 (IRS Employer
incorporation or organization)                               Identification No.)

                                 613 Baltimore Drive 
                             Wilkes-Barre, PA 18702-7944
             (Address, including zip code of principal executive offices)
                         ____________________________________

                1995 KEY EMPLOYEE STOCK OPTION AND COMPENSATION PLAN 
                                 (Full title of plan)
                         ____________________________________

                                Mark Van Stekelenburg 
                        Chairman of the Board and Chief Executive Officer 
                                 613 Baltimore Drive 
                             Wilkes-Barre, PA 18702-7944
                                   (717) 830-7103 
            (Name, and address, including zip code, and telephone number,
                      including area code, of agent for service)

                                       Copy to:
                                Neil P. Ayotte, Esq. 
                          Maslon Edelman Borman & Brand, LLP
                                 3300 Norwest Center
                                 90 South 7th Street
                             Minneapolis, Minnesota 55402
                                    (612) 672-8200

                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

TITLE OF                                                           
OF                                                              
SECURITIES                   PROPOSED MAXIMUM   PROPOSED MAXIMUM   AMOUNT OF
TO BE        AMOUNT TO BE     OFFERING PRICE    AGGREGATE          REGISTRATION
REGISTERED   REGISTERED (1)   PER SHARE (1)     OFFERING PRICE     FEE
--------------------------------------------------------------------------------
Common Stock    400,000          $26.3438       $10,537,520.00     $3,193.19 
($0.10 par      shares
value per 
share)      
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)   Estimated solely for purposes of computing the registration fee in 
      accordance with Rule 457(h) and based upon the average of the high
      and low sales prices of the Common Stock on the New York Stock Exchange on
       July 16, 1997.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by the registrant with the Securities and 
Exchange Commission are incorporated herein by reference and made a part 
hereof:

  (a)    Annual Report on Form 10-K for the year ended April 27, 1996,
         including the information incorporated by reference from the
         registrant's Annual Report to Stockholders;

  (b)    Quarterly Reports on Form 10-Q for the transition period between 
         April 28, 1996 and June 29, 1996 and the quarterly periods ended
         September 28, 1996, December 28, 1996 and March 29, 1997;

  (c)    Current Reports on Form 8-K, dated May 16, 1996 and June 30, 1997;

  (d)    The description of Common Stock included under the caption "Capital
         Stock to be Registered" in its Registration Statement on Form 8-A,
         dated February 9, 1981, including any amendments or reports filed for
         the purpose of updating such description.         

    All documents subsequently filed by the registrant 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 securities offered have 
been sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and to 
be part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  

    Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), or
if they acted 

                                        II-1
in good faith in a manner they reasonably believed to be in or not opposed to 
the best interests of the corporation, and, with respect to any criminal 
action or proceeding, had no reasonable cause to believe their conduct was 
unlawful.  A similar standard is applicable in the case of derivative 
actions, except that indemnification only extends to expenses (including 
attorneys' fees) incurred in connection with the defense or settlement of 
such action, and the statute requires court approval before there can be any 
indemnification where the person seeking indemnification has been found 
liable to the corporation.  The statute provides that it is not exclusive of 
other indemnification that may be granted by a corporation's charter, bylaws, 
disinterested director vote, stockholder vote, agreement or otherwise.

    The registrant's Certificate of Incorporation, as amended, requires that 
the registrant provide for indemnification of directors, officers, employees 
and agents (each an "Indemnified Party") or the registrant to the fullest 
extent permitted by Delaware law.  The registrant will indemnify any 
Indemnified Party who is, or is threatened to be made, party to any 
threatened, pending or completed legal action, suit or proceeding, whether 
civil, criminal, administrative or investigative (other than an action by or 
in right of such corporation), by reason of the fact that such person is or 
was a director or officer of the registrant or for serving at the request of 
the registrant as a director, officer, employee or agent of another 
corporation or enterprise.  The indemnity may include expenses (including 
attorneys' fees), judgment, fines and amounts paid in settlement actually and 
reasonably incurred by such person in connection with such action, suit or 
proceeding, if such person acted in good faith and in a manner reasonably 
believed to be in or not opposed to the corporation's best interests and, 
with respect to any criminal proceeding, had no reasonable cause to believe 
that his conduct was unlawful.  Delaware law further provides for the 
indemnification of its directors and officers in an action by or in the right 
of the corporation under the same conditions, except that no indemnification 
is permitted without judicial approval if the director or officer is adjudged 
to be liable to the corporation.  Any indemnification must be authorized 
based on a determination that the indemnification is proper as the applicable 
standard of conduct has been met by the Indemnified Party. Such determination 
will be made by a majority vote of a quorum of the Board consisting of 
directors not a party to the suit, action, or proceeding, by a written 
opinion of independent legal counsel or by the stockholders.  Expenses 
incurred by an officer or director may be paid by the registrant in advance 
of the final disposition of an action, suit or proceeding upon the 
undertaking of such person to repay the registrant any amount it is 
ultimately determined that he or she is not entitled to receive indemnity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                        II-2
ITEM 8.  EXHIBITS.

    5.   Opinion of Maslon Edelman Borman & Brand, LLP

    23A. Consent of Arthur Andersen LLP

    23B. Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5)

    24.  Power of Attorney (included on signature page)

ITEM 9.  UNDERTAKINGS.

    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; and 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.

    (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.

    The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (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.

    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 

                                        II-3
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-4
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 Wilkes-Barre, Commonwealth of 
Pennsylvania, on July 21, 1997.

                                            RYKOFF-SEXTON, INC. 

                                            By /s/ MARK VAN STEKELENBURG  
                                               ---------------------------
                                            Mark Van Stekelenburg 
                                            Chairman of the Board and
                                            Chief Executive Officer

    KNOWN ALL BY THESE PRESENTS, that each person whose signature appears 
below hereby constitutes and appoints Mark Van Stekelenburg, David McAnally 
and Neil I. Sell each or any of them, his true and lawful attorneys-in-fact 
and agents, with full power of substitution and resubstitution for him and in 
his name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration 
Statement and to file the same with all exhibits thereto, and other documents 
in connection therewith with the Securities and Exchange Commission, granting 
unto said attorneys-in-fact and agents, and each of them, full power and 
authority to do and perform each and every act and thing requisite or 
necessary to be done in and about the premises, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming 
all that said attorneys-in-fact and agents or any of them, or their or his 
substitutes, may lawfully do or cause to be done by virtue thereof.

    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below on the 21st day of July, 1997, 
by the following persons in the capacities indicated:

    Signature                         Title
    ---------                         -----

    /s/ MARK VAN STEKELENBURG    
    -----------------------------
    Mark Van Stekelenburg             Chairman of the Board and Chief Executive
                                      Officer (Principal Executive Officer) 

    /s/ FRANK H. BEVENINO   
    -----------------------------
    Frank H. Bevevino                 President 

    /s/ DAVID MCANALLY     
    -----------------------------
    David McAnally                   Senior Vice President and Chief Financial
                                      Officer (Principal Financial Officer and
                                      Principal Accounting Officer)
/s/ MATHIAS B. BOWMAN        
    -----------------------------
    Mathias B. Bowman                 Director

    /s/ RICHARD FINK                  
    -----------------------------
    Richard Fink                      Director

    /s/ ALBERT J. FITZGIBBONS, III    
    -----------------------------
    Albert J. Fitzgibbons, III        Director

    /s/ JAN W. JEURGENS          
    -----------------------------
    Jan W. Jeurgens                   Director 

    /s/ SUNIL C. KHANNA          
    -----------------------------
    Sunil C. Khanna                   Director 

    /s/ JAMES I. MASLON          
    -----------------------------
    James I. Maslon                   Director

    /s/ JAMES P. MISCOLL         
    -----------------------------
    James P. Miscoll                  Director 

    /s/ NEIL I. SELL             
    -----------------------------
    Neil I. Sell                      Director

    /s/ BERNARD SWEET       
    -----------------------------
    Bernard Sweet                     Director

    /s/ ROBERT W. WILLIAMSON     
    -----------------------------
    Robert W. Williamson              Director
EXHIBIT INDEX

Exhibit
-------

   5.              Opinion of Maslon Edelman Borman & Brand, LLP
   23A.            Consent of Arthur Andersen LLP
   23B.            Consent of Maslon Edelman Borman & Brand, LLP (contained in
   24              Power of Attorney (included on signature page)

                                        II-7