Registration Statement No. _________
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                           --------------------------

                                 Astro-Med, Inc.
               (Exact name of issuer as specified in its charter)

    Rhode Island                                                 05-0318215
(State or other jurisdic-                                     (I.R.S. Employer
tion of incorporation)                                       Identification No.)

                            600 East Greenwich Avenue
                           West Warwick, Rhode Island
                                 (401) 828-4000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                        1997 Incentive Stock Option Plan
                            (Full title of the Plan)

   Joseph P. O'Connell, Vice President, Chief Financial Officer and Treasurer
                                 Astro-Med, Inc.
                            600 East Greenwich Avenue
                             West Warwick, RI 02893
                                 (401) 828-4000
           (Name, address, including zip code, and telephone number,
              including area code, of agent for service of process)

                                    Copy to:

                            Margaret D. Farrell, Esq.
                            Hinckley, Allen & Snyder
                                1500 Fleet Center
                         Providence, Rhode Island 02903
                                 (401) 274-2000

If any of the  securities  being  registered on this form are to be offered on a
delay or continuous  basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. [x]

                                                         Exhibit Index on Page 8


<PAGE>



===============================================================================
                         CALCULATION OF REGISTRATION FEE
===============================================================================

Title of
Each Class of  Proposed       Proposed
Securities     Amount         Maximum             Maximum           Amount
to be          to be          Offering Price      Aggregate         Registration
Registered     Registered     Per Share(*)        Offering Price    Fee
-------------------------------------------------------------------------------


Common Stock   250,000        $8.50               $2,125,000        $643.94
(par value
$.05)
-------------------------------------------------------------------------------


(*) Computed  pursuant to Rule 457(h) solely for the purpose of determining  the
registration  fee,  based  on the  average  of the high  and low  prices  of the
Registrant's Common Stock as reported by NASDAQ on July 28, 1997.




<PAGE>

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

     The  following   documents   heretofore  filed  by  Astro-Med,   Inc.  (the
"Registrant")  with the  Securities  and  Exchange  Commission  pursuant  to the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange   Act")  are
incorporated by reference in this Registration Statement:

     (a) The  Registrant's  latest  annual  report  on  Form  10-K,  or,  if the
financial   statements  therein  are  more  current,   the  Registrant's  latest
prospectus,  other than the  prospectus of which this document is a part,  filed
pursuant  to Rule  424(b)  under the  Securities  Act of 1933,  as amended  (the
"Securities Act").

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

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration Statement filed under Section 12 of the Exchange Act,
including  any  amendment  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 to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which  de-registers  all
of such shares then  remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  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 purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Certain  legal  matters in  connection  with the  validity of the shares of
Common  Stock  offered  hereby  have  been  passed  upon for the  Registrant  by
Hinckley,  Allen & Snyder,  1500 Fleet Center,  Providence,  Rhode Island 02903.
Jacques V. Hopkins, a partner of Hinckley,  Allen & Snyder, is a Director of the
Registrant.  Margaret D. Farrell, also a partner of Hinckley, Allen & Snyder, is
the Secretary of the Registrant. Attorneys practicing with the firm of Hinckley,
Allen & Snyder collectively own 8,500 shares of the Registrant's Common Stock.

Item 6. Indemnification of Directors and Officers.

     Section  7.1  of the  Rhode  Island  Business  Corporation  Act  authorizes
indemnification of directors and officers of Rhode Island corporations.  Article
IX of the Registrant's  by-laws (i) authorizes the  indemnification of directors
and officers (the  "Indemnified  Persons") under specified  circumstances to the
fullest extent authorized,  (ii) provides for the advancement of expenses to the
Indemnified  Persons for  defending  any  proceedings  related to the  specified
circumstances,  and (iii) gives the Indemnified  Persons the right to bring suit
against the Registrant to enforce the foregoing  rights to  indemnification  and
advancement of expenses. The Registrant currently maintains one or more policies
of insurance  under which the directors and officers of Registrant  are insured,
within the  limits  and  subject to the  limitations  of the  policies,  against
certain  expenses  in  connection  with  the  defense  of  actions,   suits,  or
proceedings,  and certain liabilities which might be imposed as a result of such
actions,  suits or proceedings,  to which they are parties by reason of being or
having been such directors or officers.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

     A list of the exhibits included as part of this  Registration  Statement is
set forth in the Exhibit Index which  immediately  precedes such exhibits and is
hereby incorporated by reference herein.

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;

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

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

         Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this Registration Statement.

        (2) That,  for the  purpose  of  determining  any  liability  under  the
         Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

(d) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions  described in Item 6, 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
Securities 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  of whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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  of  the  undersigned,  thereunto  duly
authorized, on the 10th day of July, 1997.

                                               ASTRO-MED, INC.

                                               By:   /s/  Albert W. Ondis
                                                     Albert W. Ondis, Chairman
                                                     and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  persons does
hereby   constitute   and  appoint  Joseph  P.  O'Connell  with  full  power  of
substitution his true and lawful attorney-in-fact and agent for him 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
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and thing  necessary  to be done in order to  effectuate  the same as
fully,  to all intents and purposes,  as he might or could do in person,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent may lawfully
do or cause to be done by virtue hereof.

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

Signature                       Title                         Date

/s/ Albert W. Ondis             Chairman (Principal           July 10, 1997
Albert W. Ondis                 Executive Officer)
                                and Director

/s/ Everett V. Pizzuti          President (Principal          July 10, 1997
------------------------------
Everett V. Pizzuti              Operating Officer)
                                and Director

/s/ Joseph P. O'Connell         Vice President and            July 10, 1997
Joseph P. O'Connell             Treasurer (Principal
                                Financial Officer)

/s/ Arthur Reine                Controller (Principal         July 10, 1997
-------------------------------
Arthur Reine                    Accounting Officer)


<PAGE>

/s/ Jacques V. Hopkins          Director                      July 10, 1997
-----------------------------
Jacques V. Hopkins

/s/ Hermann Viets               Director                      July 10, 1997
Hermann Viets, Ph.D.

/s/ Neil K. Robertson           Director                      July 10, 1997
------------------------------
Neil K. Robertson


<PAGE>


                                  EXHIBIT INDEX


                                                                    SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER        EXHIBIT                                               PAGE

4.1           Articles of Incorporation of
              the Registrant, as amended
              (filed as Exhibit No. 3A to
              the Registrant's report on
              Form 10-Q for the quarter ended
              August 1, 1992 and by this
              reference incorporated herein)                        N/A

4.2           By-laws of the Registrant, as
              amended (filed as Exhibit No. 3B
              to the Registrant's report on Form
              10-Q for the quarter ended July 30, 1988
              and by this reference
              incorporated herein)                                  N/A

4.3           1997 Incentive Stock Option Plan
              of Registrant                                         9

5             Opinion of Hinckley, Allen & Snyder                   14

23.1          Consent of Arthur Andersen LLP                        16

23.2          Consent of Hinckley, Allen &
              Snyder (contained in their
              opinion filed as Exhibit 5)                           N/A
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16786}]
{"company-data": {"conformed-name": "ASTRO MED INC /NEW/", "cik": "0000008146", "assigned-sic": "3577", "irs-number": "050318215", "state-of-incorporation": "RI", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32315", "film-number": "97647234"}, "business-address": {"street1": "600 E GREENWICH AVE", "city": "WEST WARWICK", "state": "RI", "zip": "02893", "phone": "4018284000"}, "mail-address": {"street1": "600 E GREENWICH AVENUE", "city": "WEST WARWICK", "state": "RI", "zip": "02893"}, "former-company": {"former-conformed-name": "ATLAN TOL INDUSTRIES INC", "date-changed": "19850220"}}
Registration Statement No. _________
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                           --------------------------

                                 Astro-Med, Inc.
               (Exact name of issuer as specified in its charter)

    Rhode Island                                                 05-0318215
(State or other jurisdic-                                     (I.R.S. Employer
tion of incorporation)                                       Identification No.)

                            600 East Greenwich Avenue
                           West Warwick, Rhode Island
                                 (401) 828-4000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                        1997 Incentive Stock Option Plan
                            (Full title of the Plan)

   Joseph P. O'Connell, Vice President, Chief Financial Officer and Treasurer
                                 Astro-Med, Inc.
                            600 East Greenwich Avenue
                             West Warwick, RI 02893
                                 (401) 828-4000
           (Name, address, including zip code, and telephone number,
              including area code, of agent for service of process)

                                    Copy to:

                            Margaret D. Farrell, Esq.
                            Hinckley, Allen & Snyder
                                1500 Fleet Center
                         Providence, Rhode Island 02903
                                 (401) 274-2000

If any of the  securities  being  registered on this form are to be offered on a
delay or continuous  basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. [x]

                                                         Exhibit Index on Page 8
===============================================================================
                         CALCULATION OF REGISTRATION FEE
===============================================================================

Title of
Each Class of  Proposed       Proposed
Securities     Amount         Maximum             Maximum           Amount
to be          to be          Offering Price      Aggregate         Registration
Registered     Registered     Per Share(*)        Offering Price    Fee
-------------------------------------------------------------------------------

Common Stock   250,000        $8.50               $2,125,000        $643.94
(par value
$.05)
-------------------------------------------------------------------------------

(*) Computed  pursuant to Rule 457(h) solely for the purpose of determining  the
registration  fee,  based  on the  average  of the high  and low  prices  of the
Registrant's Common Stock as reported by NASDAQ on July 28, 1997.
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

     The  following   documents   heretofore  filed  by  Astro-Med,   Inc.  (the
"Registrant")  with the  Securities  and  Exchange  Commission  pursuant  to the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange   Act")  are
incorporated by reference in this Registration Statement:

     (a) The  Registrant's  latest  annual  report  on  Form  10-K,  or,  if the
financial   statements  therein  are  more  current,   the  Registrant's  latest
prospectus,  other than the  prospectus of which this document is a part,  filed
pursuant  to Rule  424(b)  under the  Securities  Act of 1933,  as amended  (the
"Securities Act").

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

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration Statement filed under Section 12 of the Exchange Act,
including  any  amendment  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 to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which  de-registers  all
of such shares then  remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  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 purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Certain  legal  matters in  connection  with the  validity of the shares of
Common  Stock  offered  hereby  have  been  passed  upon for the  Registrant  by
Hinckley,  Allen & Snyder,  1500 Fleet Center,  Providence,  Rhode Island 02903.
Jacques V. Hopkins, a partner of Hinckley,  Allen & Snyder, is a Director of the
Registrant.  Margaret D. Farrell, also a partner of Hinckley, Allen & Snyder, is
the Secretary of the Registrant. Attorneys practicing with the firm of Hinckley,
Allen & Snyder collectively own 8,500 shares of the Registrant's Common Stock.

Item 6. Indemnification of Directors and Officers.

     Section  7.1  of the  Rhode  Island  Business  Corporation  Act  authorizes
indemnification of directors and officers of Rhode Island corporations.  Article
IX of the Registrant's  by-laws (i) authorizes the  indemnification of directors
and officers (the  "Indemnified  Persons") under specified  circumstances to the
fullest extent authorized,  (ii) provides for the advancement of expenses to the
Indemnified  Persons for  defending  any  proceedings  related to the  specified
circumstances,  and (iii) gives the Indemnified  Persons the right to bring suit
against the Registrant to enforce the foregoing  rights to  indemnification  and
advancement of expenses. The Registrant currently maintains one or more policies
of insurance  under which the directors and officers of Registrant  are insured,
within the  limits  and  subject to the  limitations  of the  policies,  against
certain  expenses  in  connection  with  the  defense  of  actions,   suits,  or
proceedings,  and certain liabilities which might be imposed as a result of such
actions,  suits or proceedings,  to which they are parties by reason of being or
having been such directors or officers.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

     A list of the exhibits included as part of this  Registration  Statement is
set forth in the Exhibit Index which  immediately  precedes such exhibits and is
hereby incorporated by reference herein.

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;

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

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

         Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this Registration Statement.

        (2) That,  for the  purpose  of  determining  any  liability  under  the
         Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

(d) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions  described in Item 6, 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
Securities 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  of whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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  of  the  undersigned,  thereunto  duly
authorized, on the 10th day of July, 1997.

                                               ASTRO-MED, INC.

                                               By:   /s/  Albert W. Ondis
                                                     Albert W. Ondis, Chairman
                                                     and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  persons does
hereby   constitute   and  appoint  Joseph  P.  O'Connell  with  full  power  of
substitution his true and lawful attorney-in-fact and agent for him 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
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and thing  necessary  to be done in order to  effectuate  the same as
fully,  to all intents and purposes,  as he might or could do in person,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent may lawfully
do or cause to be done by virtue hereof.

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

Signature                       Title                         Date

/s/ Albert W. Ondis             Chairman (Principal           July 10, 1997
Albert W. Ondis                 Executive Officer)
                                and Director

/s/ Everett V. Pizzuti          President (Principal          July 10, 1997
------------------------------
Everett V. Pizzuti              Operating Officer)
                                and Director

/s/ Joseph P. O'Connell         Vice President and            July 10, 1997
Joseph P. O'Connell             Treasurer (Principal
                                Financial Officer)

/s/ Arthur Reine                Controller (Principal         July 10, 1997
-------------------------------
Arthur Reine                    Accounting Officer)
/s/ Jacques V. Hopkins          Director                      July 10, 1997
-----------------------------
Jacques V. Hopkins

/s/ Hermann Viets               Director                      July 10, 1997
Hermann Viets, Ph.D.

/s/ Neil K. Robertson           Director                      July 10, 1997
------------------------------
Neil K. Robertson
EXHIBIT INDEX

                                                                    SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER        EXHIBIT                                               PAGE

4.1           Articles of Incorporation of
              the Registrant, as amended
              (filed as Exhibit No. 3A to
              the Registrant's report on
              Form 10-Q for the quarter ended
              August 1, 1992 and by this
              reference incorporated herein)                        N/A

4.2           By-laws of the Registrant, as
              amended (filed as Exhibit No. 3B
              to the Registrant's report on Form
              10-Q for the quarter ended July 30, 1988
              and by this reference
              incorporated herein)                                  N/A

4.3           1997 Incentive Stock Option Plan
              of Registrant                                         9

5             Opinion of Hinckley, Allen & Snyder                   14

23.1          Consent of Arthur Andersen LLP                        16

23.2          Consent of Hinckley, Allen &
              Snyder (contained in their
              opinion filed as Exhibit 5)                           N/A