REGISTRATION NO. 333-
  
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
             
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             
INSO CORPORATION
(exact name of registrant as specified in its charter)


DELAWARE                                   04-3216243
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

31 ST. JAMES AVENUE, 11TH FLOOR
BOSTON, MASSACHUSETTS
(address of principal executive offices)
02116-4101
(Zip Code)

INSO CORPORATION
1996 NON-EMPLOYEE DIRECTOR PLAN
(full title of the plan)

BRUCE G. HILL, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
INSO CORPORATION
31 ST. JAMES AVENUE, 11TH FLOOR
BOSTON, MASSACHUSETTS 02116-4101
(Name and address of agent for service of process)

(617) 753-6500
(Telephone number, including area code, of agent for service)










CALCULATION OF REGISTRATION FEE 
- ----------------------------------------------------------------------------
Titles of   Amount to be   Proposed maximum    Proposed maximum   Amount of
securities  registered(1)  offering price      aggregate          registration 
to be                      per unit(2)         offering price(1)  fee(2)
registered 

- ----------------------------------------------------------------------------
Common      250,000        $54.40              $13,600,000        $4,692
Stock
par value
$.01 per
share
_____________________________________________________________________________
(1) This Registration Statement also relates to an indeterminate number
of additional shares of Common Stock which may be issuable as a result of 
stock splits, stock dividends or similar transactions.

(2) The price per share, estimated solely for purposes of calculating
the registration fee pursuant to Rules 457 (c) and (h), is based on
the average of the high and low sales prices of the Registrant's Common Stock
as reported on the Nasdaq Stock Market on June 21, 1996.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I of Form S-8 is included in
documents sent or given to participants in the 1996 Non-employee Director 
Plan of INSO Corporation, formerly InfoSoft International, Inc., a Delaware 
corporation (the "Company"), pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents of INSO Corporation, formerly InfoSoft
International, Inc. (the "Company" and the "Registrant") are incorporated 
herein by reference:

     (a)  Annual Report on Form 10-K for the Fiscal Year Ended December
31, 1995 filed with the Commission on March 22, 1996.

     (b)  Quarterly Report on Form 10-Q for the Quarter Ended March 31,
1996 filed with the Commission on May 3, 1996.

     (c) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in a registration
statement filed under the Exchange Act, including any amendment or report 
filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all 
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein 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.

The validity of the issuance of the Common Stock offered hereby will
be passed upon for the Company by Bruce G. Hill, Esq., Vice
President, General Counsel and Secretary of the Company.  As of June 26, 1996, 
Mr. Hill was the beneficial owner of 2,815 shares of Common
Stock and the holder of options to purchase 117,500 shares
of Common Stock granted under the Company's 1993 Stock Incentive Plan.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify its officers and directors and certain other 
persons to the extent and under the circumstances set forth therein.

Article V of the By-laws of the Company provides for indemnification
of officers and directors of the Company and certain other persons
against liabilities and expenses incurred by any of them in certain stated 
proceedings and under certain stated conditions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following are filed as exhibits to this Registration Statement:

4.1  Restated Certificate of Incorporation of the Company, dated June 21, 
1996, defining the rights of security holders.
                             
4.2  By-laws of the Company, dated November 10, 1993, as amended,
incorporated by reference to Exhibit 3.2 to the Company's Annual Report on 
Form 10-K for the Fiscal Year Ended December 31, 1995.

4.3  Specimen Stock Certificate of Common Stock of the Company,
incorporated by reference to Registration Statement No. 33-73996  on Form S-1 
filed with the Commission January 12, 1994, as amended by Amendment No. 1 
thereto, filed with the Commission on February 2, 1994, Amendment No. 2 
thereto, filed with the Commission on February 18, 1994, and Amendment No. 3
thereto, filed with the Commission on March 1, 1994.

5    Opinion of Bruce G. Hill, Esq., Vice President, General
Counsel and Secretary, dated June 25, 1996.

23.1 Consent of Ernst & Young LLP, dated June 24, 1996.

23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).

24   Power of Attorney (included on the signature page of
this Registration Statement).

ITEM 9.  UNDERTAKINGS.

1.   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; and

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

        Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in the Registration Statement;

       (2) that, for purposes 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; and

       (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.

2.   The undersigned registrant hereby undertakes that, for purposes of 
determining 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 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.   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 Securities Act of 1933, as amended, 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 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of 
Massachusetts, on June 26, 1996.

INSO CORPORATION

By /s/ Bruce G.Hill
- --------------------
Bruce G. Hill
Secretary


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Steven R. Vana-Paxhia and Bruce G. 
Hill, and each of them, his or her true and lawful attorneys-in-fact and agents 
with full powers of substitution, for him or her and in his or her 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 all 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 and necessary to be in 
and about the premises, as fully to all intents and purposes as he or she 
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 or her 
substitute or 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 by the following persons
in the capacities indicated on June 26, 1996.




SIGNATURES

By /s/ Steven R. Vana-Paxhia
- ----------------------------
Steven R. Vana-Paxhia
President, Chief Executive Officer and Director
(Principal Executive Officer)

By /s/ Betty J. Savage
- ----------------------
Betty J. Savage
Vice President and Chief Financial Officer
(Principal Financial Officer)

By /s/ Linda J. Barnes
- ----------------------
Linda J. Barnes
Vice President and Chief Accounting Officer
(Principal Accounting Officer)

By /s/ J. P. Barger
- -------------------
J.P. Barger
Director

By
- ------------------
Joseph A. Baute
Director

By /s/ Samuel H. Fuller
- -----------------------
Samuel H. Fuller
Director

By /s/ John Guttag
- ------------------
John Guttag
Director

By /s/ Stephen O. Jaeger
- ------------------------
Stephen O. Jaeger
Director

By /s/ Joanna T. Lau
- --------------------
Joanna T. Lau
Director

By /s/ Ray Stata
- ----------------
Ray Stata
Director

/s/ William J. Wisneski
- ----------------------
William J. Wisneski
Director




EXHIBIT INDEX

Exhibit
No.  Description

4.1  Restated Certificate of Incorporation of the Company, dated
     June 21, 1996, defining the rights of security holders.
                            
4.2  By-laws of the Company, dated November 10, 1993, as amended,
     incorporated by reference to Exhibit 3.2 to the Company's Annual
     Report on Form 10-K for the Fiscal Year Ended December 31, 1995.

4.3  Specimen for Certificate of Common Stock of the Company,
     incorporated by reference to Registration Statement No. 33-73996 on 
     Form S-1 filed with the Commission on January 12, 1994, as amended by 
     Amendment No. 1 thereto, filed with the Commission on February 2, 1994, 
     Amendment No. 2 thereto, filed with the Commission on February 18, 1994,
     and Amendment No. 3 thereto, filed with the Commission on March 1, 1994.

5    Opinion of Bruce G. Hill, Esq., Vice President, General
     Counsel and Secretary, dated June 25, 1996.

23.1 Consent of Ernst & Young LLP, dated June 24, 1996.

23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).

24   Power of Attorney (included on the signature page of
     this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13437}]
{"company-data": {"conformed-name": "INSO CORP", "cik": "0000917471", "assigned-sic": "7372", "irs-number": "043216243", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06847", "film-number": "96585897"}, "business-address": {"street1": "31 ST JAMES STREET, 11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02116", "phone": "6177536500"}, "mail-address": {"street1": "31 ST JAMES STREET, 11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02116"}, "former-company": {"former-conformed-name": "INFOSOFT INTERNATIONAL INC", "date-changed": "19940112"}}
REGISTRATION NO. 333-
  
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
             
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             
INSO CORPORATION
(exact name of registrant as specified in its charter)

DELAWARE                                   04-3216243
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

31 ST. JAMES AVENUE, 11TH FLOOR
BOSTON, MASSACHUSETTS
(address of principal executive offices)
02116-4101
(Zip Code)

INSO CORPORATION
1996 NON-EMPLOYEE DIRECTOR PLAN
(full title of the plan)

BRUCE G. HILL, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
INSO CORPORATION
31 ST. JAMES AVENUE, 11TH FLOOR
BOSTON, MASSACHUSETTS 02116-4101
(Name and address of agent for service of process)

(617) 753-6500
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE 
- ----------------------------------------------------------------------------
Titles of   Amount to be   Proposed maximum    Proposed maximum   Amount of
securities  registered(1)  offering price      aggregate          registration 
to be                      per unit(2)         offering price(1)  fee(2)
registered 

- ----------------------------------------------------------------------------
Common      250,000        $54.40              $13,600,000        $4,692
Stock
par value
$.01 per
share
_____________________________________________________________________________
(1) This Registration Statement also relates to an indeterminate number
of additional shares of Common Stock which may be issuable as a result of 
stock splits, stock dividends or similar transactions.

(2) The price per share, estimated solely for purposes of calculating
the registration fee pursuant to Rules 457 (c) and (h), is based on
the average of the high and low sales prices of the Registrant's Common Stock
as reported on the Nasdaq Stock Market on June 21, 1996.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I of Form S-8 is included in
documents sent or given to participants in the 1996 Non-employee Director 
Plan of INSO Corporation, formerly InfoSoft International, Inc., a Delaware 
corporation (the "Company"), pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents of INSO Corporation, formerly InfoSoft
International, Inc. (the "Company" and the "Registrant") are incorporated 
herein by reference:

     (a)  Annual Report on Form 10-K for the Fiscal Year Ended December
31, 1995 filed with the Commission on March 22, 1996.

     (b)  Quarterly Report on Form 10-Q for the Quarter Ended March 31,
1996 filed with the Commission on May 3, 1996.

     (c) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in a registration
statement filed under the Exchange Act, including any amendment or report 
filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all 
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein 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.

The validity of the issuance of the Common Stock offered hereby will
be passed upon for the Company by Bruce G. Hill, Esq., Vice
President, General Counsel and Secretary of the Company.  As of June 26, 1996, 
Mr. Hill was the beneficial owner of 2,815 shares of Common
Stock and the holder of options to purchase 117,500 shares
of Common Stock granted under the Company's 1993 Stock Incentive Plan.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify its officers and directors and certain other 
persons to the extent and under the circumstances set forth therein.

Article V of the By-laws of the Company provides for indemnification
of officers and directors of the Company and certain other persons
against liabilities and expenses incurred by any of them in certain stated 
proceedings and under certain stated conditions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following are filed as exhibits to this Registration Statement:

4.1  Restated Certificate of Incorporation of the Company, dated June 21, 
1996, defining the rights of security holders.
                             
4.2  By-laws of the Company, dated November 10, 1993, as amended,
incorporated by reference to Exhibit 3.2 to the Company's Annual Report on 
Form 10-K for the Fiscal Year Ended December 31, 1995.

4.3  Specimen Stock Certificate of Common Stock of the Company,
incorporated by reference to Registration Statement No. 33-73996  on Form S-1 
filed with the Commission January 12, 1994, as amended by Amendment No. 1 
thereto, filed with the Commission on February 2, 1994, Amendment No. 2 
thereto, filed with the Commission on February 18, 1994, and Amendment No. 3
thereto, filed with the Commission on March 1, 1994.

5    Opinion of Bruce G. Hill, Esq., Vice President, General
Counsel and Secretary, dated June 25, 1996.

23.1 Consent of Ernst & Young LLP, dated June 24, 1996.

23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).

24   Power of Attorney (included on the signature page of
this Registration Statement).

ITEM 9.  UNDERTAKINGS.

1.   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; and

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

        Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in the Registration Statement;

       (2) that, for purposes 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; and

       (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.

2.   The undersigned registrant hereby undertakes that, for purposes of 
determining 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 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.   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 Securities Act of 1933, as amended, 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 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of 
Massachusetts, on June 26, 1996.

INSO CORPORATION

By /s/ Bruce G.Hill
- --------------------
Bruce G. Hill
Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Steven R. Vana-Paxhia and Bruce G. 
Hill, and each of them, his or her true and lawful attorneys-in-fact and agents 
with full powers of substitution, for him or her and in his or her 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 all 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 and necessary to be in 
and about the premises, as fully to all intents and purposes as he or she 
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 or her 
substitute or 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 by the following persons
in the capacities indicated on June 26, 1996.

SIGNATURES

By /s/ Steven R. Vana-Paxhia
- ----------------------------
Steven R. Vana-Paxhia
President, Chief Executive Officer and Director
(Principal Executive Officer)

By /s/ Betty J. Savage
- ----------------------
Betty J. Savage
Vice President and Chief Financial Officer
(Principal Financial Officer)

By /s/ Linda J. Barnes
- ----------------------
Linda J. Barnes
Vice President and Chief Accounting Officer
(Principal Accounting Officer)

By /s/ J. P. Barger
- -------------------
J.P. Barger
Director

By
- ------------------
Joseph A. Baute
Director

By /s/ Samuel H. Fuller
- -----------------------
Samuel H. Fuller
Director

By /s/ John Guttag
- ------------------
John Guttag
Director

By /s/ Stephen O. Jaeger
- ------------------------
Stephen O. Jaeger
Director

By /s/ Joanna T. Lau
- --------------------
Joanna T. Lau
Director

By /s/ Ray Stata
- ----------------
Ray Stata
Director

/s/ William J. Wisneski
- ----------------------
William J. Wisneski
Director

EXHIBIT INDEX

Exhibit
No.  Description

4.1  Restated Certificate of Incorporation of the Company, dated
     June 21, 1996, defining the rights of security holders.
                            
4.2  By-laws of the Company, dated November 10, 1993, as amended,
     incorporated by reference to Exhibit 3.2 to the Company's Annual
     Report on Form 10-K for the Fiscal Year Ended December 31, 1995.

4.3  Specimen for Certificate of Common Stock of the Company,
     incorporated by reference to Registration Statement No. 33-73996 on 
     Form S-1 filed with the Commission on January 12, 1994, as amended by 
     Amendment No. 1 thereto, filed with the Commission on February 2, 1994, 
     Amendment No. 2 thereto, filed with the Commission on February 18, 1994,
     and Amendment No. 3 thereto, filed with the Commission on March 1, 1994.

5    Opinion of Bruce G. Hill, Esq., Vice President, General
     Counsel and Secretary, dated June 25, 1996.

23.1 Consent of Ernst & Young LLP, dated June 24, 1996.

23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).

24   Power of Attorney (included on the signature page of
     this Registration Statement).