<PAGE>
  As filed with the Securities and Exchange Commission on December 16, 1996
                          Registration No. 333- ______
-----------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                RADIUS INC.
          (Exact name of Registrant as specified in its charter)

          CALIFORNIA                                 68-0101300
   (State of incorporation)                       (I.R.S. employer
                                                 identification no.)

                          215 Moffett Park Drive
                       Sunnyvale, California  94089
       (Address of principal executive office including zip code)

                              RADIUS INC.
                  1995 STOCK OPTION PLAN, AS AMENDED
                      (Full title of the Plan)

                           Cherrie L. Fosco
             Vice President and Corporate Controller
                             Radius Inc.
                      215 Moffett Park Drive
                   Sunnyvale, California  94089
                           (408) 541-6100
      (Name, address and telephone number of agent for service)

                             COPIES TO:

                         Edwin N. Lowe, Esq.
                       Jeffrey R. Vetter, Esq.
                          Fenwick & West
                        Two Palo Alto Square
                    Palo Alto, California  94306

                   CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                         Amount          Proposed            Maximum           Amount
Title of Securities      to be        Maximum Offering      Aggregate            of    
to be Registered       Registered     Price Per Share     Offering Price   Registration Fee
--------------------   ----------     ----------------    --------------   ----------------
<S>                    <C>            <C>                 <C>              <C>
Common Stock            3,566,620      $0.594 (1)          $2,118,572.28    $641.99

</TABLE>

(1)  Estimated pursuant to Rule 457(h) based on the last sales price of the 
issuer's Common Stock on the Nasdaq SmallCap Market on December 10, 1996 
solely for the purpose of calculating the amount of the registration fee.

<PAGE>

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange 
Commission (the "Commission") are incorporated herein by reference:

    (a) The Registrant's latest annual report filed pursuant to Section 
        13 or 15(d) of the Securities Exchange Act of 1934, as amended (the 
        "EXCHANGE ACT"), or the latest prospectus filed by the Registrant 
        pursuant to Rule 424(b) under the Securities Act of 1933, as amended 
        (the "SECURITIES ACT"), that contains audited financial statements for 
        the Registrant's latest fiscal year for which such statements have been 
        filed.

    (b) All other reports filed pursuant to Section 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 report 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 after the date of this 
Registration Statement, and 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 
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.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The provisions of Section 317 of the California Corporations Code, 
Article V of the Registrant's Articles of Incorporation and Article VI of the 
Registrant's Bylaws provide for indemnification to the fullest extent 
permitted by law for expenses, judgments, fines, settlements and other 
amounts actually and reasonably incurred in connection with any proceeding 
arising by reason of the fact that any person is or was a director, officer 
or employee of the Registrant.  This indemnification may be sufficiently 
broad to permit indemnification of the Registrant's officers and directors 
for liabilities arising under the Securities Act of 1933, as amended.  In 
addition, Article IV of the Registrant's Articles of Incorporation provides 
that the liability of the Registrant's directors shall be eliminated to the 
fullest extent permissible under California law.

     The Registrant has entered into Indemnity Agreements with each of its 
current directors to give such directors additional contractual assurances 
regarding the scope of the indemnification and liability limitations set 
forth in the Registrant's Articles of Incorporation and  Bylaws.

                                      -2-
<PAGE>

     The Registrant currently carries a director and officer liability 
insurance policy with a per claim and annual aggregate coverage limit of 
$10,000,000.  Insofar as indemnification for liabilities arising under the 
Act may be permitted to directors, officers or controlling persons of the 
Company pursuant to the foregoing provision, the Company has been informed 
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable

ITEM 8.  EXHIBITS

         4.01  A  Registrant's Sixth Amended and Restated Articles of 
                  Incorporation (previously filed as an exhibit 
                  to the Registrant's Annual Report on Form 10-K for the 
                  fiscal year ended September 30, 1990, as filed on 
                  December 24, 1990.)

               B  Certificate of Amendment of Registrant's Sixth Amended and 
                  Restated Articles of Incorporation (previously filed as 
                  an exhibit to the Company's Annual Report on Form 10-K for 
                  the fiscal year ended September 30, 1995, as filed on 
                  December 15, 1995). 

               C  Certificate of Amendment of Registrant's Sixth Amended and 
                  Restated Articles of Incorporation (previously filed as an 
                  exhibit to the Registrant's Registration Statement on 
                  Form S-1, as filed on September 20, 1996 (File No. 
                  333-12417)).

               D  Certificate of Determination of Preferences of Series A 
                  Convertible Preferred Stock of Radius Inc. (previously 
                  filed as an exhibit to the Registrant's Registration 
                  Statement on Form S-1, as filed on September 20, 1996 (File 
                  No. 333-12417)). 

         4.02  Registrant's Bylaws, as amended to date (previously filed as an 
               exhibit to the Registrant's Registration Statement on Form S-8, 
               as filed on April 29, 1992 (File No. 33-47525)).

         4.03  A  Radius Inc. 1995 Stock Option Plan (previously filed as an 
                  exhibit to the Company's Annual Report on Form 10-K for the 
                  fiscal year ended September 30, 1995, as filed on 
                  December 15, 1995).

               B  Amendment No. 1 to Radius Inc. 1995 Stock Option Plan.

               C  Amendment No. 2 to Radius Inc. 1995 Stock Option Plan.

         5.01  Opinion of Fenwick & West LLP.

        23.01  Consent of Ernst & Young LLP, independent auditors.

        23.02  Consent of Fenwick & West LLP (included in Exhibit 5.01).

        24.01 Power of Attorney (see page 6).

                                      -3-
<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:

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

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

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

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do 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 15(d) of the Exchange Act of 1934 (the 
"Exchange Act") that are incorporated by reference in the 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 that remain unsold at the 
termination of the offering.

         (4)  That, for purposes of determining any liability under the 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 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.

         (5)  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 are not set forth in 
the

                                      -4-
<PAGE>

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.

         (6)  Insofar as indemnification for liabilities arising under the 
Act may be permitted to directors, officers and controlling persons of the 
Registrant pursuant to the provisions discussed in Item 6 hereof, or 
otherwise, the Registrant has been advised that in the opinion of the 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than 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 hereby, 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.

                                      -5-

<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 Sunnyvale, state of California, on 
the 11th of December, 1996.

                                      RADIUS INC.

                                      By:  /s/ Charles W. Berger
                                           -----------------------------
                                           Charles W. Berger, 
                                           Chairman of the Board,
                                           Chief Executive Officer,
                                           President and Chief 
                                           Financial Officer

                             POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose 
signature appears below constitutes and appoints Charles W. Berger and 
Cherrie L. Fosco, and each of them, his or her true and lawful 
attorneys-in-fact and agents with full power 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 on Form S-8, 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 done 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 his or hers or their substitute or substitutes, may lawfully 
do or cause to be done by virtue hereof.

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

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

PRINCIPAL EXECUTIVE OFFICER:

 /s/ Charles W. Berger           Chairman of the Board,    December 11, 1996
-----------------------------    Chief Executive Officer,
Charles W. Berger                President and Chief 
                                 Financial Officer


                                      -6-
<PAGE>

PRINCIPAL ACCOUNTING OFFICER:

 /s/ Cherrie L. Fosco            Vice President and        December 11, 1996
-----------------------------    Corporate Controller
Cherrie L. Fosco                 

DIRECTORS:

 /s/ Michael D. Boich            Director                  December 11, 1996
-----------------------------
Michael D. Boich

 /s/ Carl A. Carlson             Director                  December 11, 1996
-----------------------------
Carl A. Carlson



                                       -7-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16178}]
{"company-data": {"conformed-name": "RADIUS INC", "cik": "0000805574", "assigned-sic": "3577", "irs-number": "680101300", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17881", "film-number": "96680829"}, "business-address": {"street1": "215 MOFFETT PARK DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089-1374", "phone": "4085416100"}, "mail-address": {"street1": "RADIUS INC", "street2": "215 MOFFETT PARK DR", "city": "SUNNYVALE", "state": "CA", "zip": "94089-1374"}}
As filed with the Securities and Exchange Commission on December 16, 1996
                          Registration No. 333- ______
-----------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                RADIUS INC.
          (Exact name of Registrant as specified in its charter)

          CALIFORNIA                                 68-0101300
   (State of incorporation)                       (I.R.S. employer
                                                 identification no.)

                          215 Moffett Park Drive
                       Sunnyvale, California  94089
       (Address of principal executive office including zip code)

                              RADIUS INC.
                  1995 STOCK OPTION PLAN, AS AMENDED
                      (Full title of the Plan)

                           Cherrie L. Fosco
             Vice President and Corporate Controller
                             Radius Inc.
                      215 Moffett Park Drive
                   Sunnyvale, California  94089
                           (408) 541-6100
      (Name, address and telephone number of agent for service)

                             COPIES TO:

                         Edwin N. Lowe, Esq.
                       Jeffrey R. Vetter, Esq.
                          Fenwick & West
                        Two Palo Alto Square
                    Palo Alto, California  94306

                   CALCULATION OF REGISTRATION FEE
Amount          Proposed            Maximum           Amount
Title of Securities      to be        Maximum Offering      Aggregate            of    
to be Registered       Registered     Price Per Share     Offering Price   Registration Fee
--------------------   ----------     ----------------    --------------   ----------------
Common Stock            3,566,620      $0.594 (1)          $2,118,572.28    $641.99
(1)  Estimated pursuant to Rule 457(h) based on the last sales price of the 
issuer's Common Stock on the Nasdaq SmallCap Market on December 10, 1996 
solely for the purpose of calculating the amount of the registration fee.
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange 
Commission (the "Commission") are incorporated herein by reference:

    (a) The Registrant's latest annual report filed pursuant to Section 
        13 or 15(d) of the Securities Exchange Act of 1934, as amended (the 
        "EXCHANGE ACT"), or the latest prospectus filed by the Registrant 
        pursuant to Rule 424(b) under the Securities Act of 1933, as amended 
        (the "SECURITIES ACT"), that contains audited financial statements for 
        the Registrant's latest fiscal year for which such statements have been 
        filed.

    (b) All other reports filed pursuant to Section 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 report 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 after the date of this 
Registration Statement, and 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 
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.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The provisions of Section 317 of the California Corporations Code, 
Article V of the Registrant's Articles of Incorporation and Article VI of the 
Registrant's Bylaws provide for indemnification to the fullest extent 
permitted by law for expenses, judgments, fines, settlements and other 
amounts actually and reasonably incurred in connection with any proceeding 
arising by reason of the fact that any person is or was a director, officer 
or employee of the Registrant.  This indemnification may be sufficiently 
broad to permit indemnification of the Registrant's officers and directors 
for liabilities arising under the Securities Act of 1933, as amended.  In 
addition, Article IV of the Registrant's Articles of Incorporation provides 
that the liability of the Registrant's directors shall be eliminated to the 
fullest extent permissible under California law.

     The Registrant has entered into Indemnity Agreements with each of its 
current directors to give such directors additional contractual assurances 
regarding the scope of the indemnification and liability limitations set 
forth in the Registrant's Articles of Incorporation and  Bylaws.

                                      -2-
The Registrant currently carries a director and officer liability 
insurance policy with a per claim and annual aggregate coverage limit of 
$10,000,000.  Insofar as indemnification for liabilities arising under the 
Act may be permitted to directors, officers or controlling persons of the 
Company pursuant to the foregoing provision, the Company has been informed 
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable

ITEM 8.  EXHIBITS

         4.01  A  Registrant's Sixth Amended and Restated Articles of 
                  Incorporation (previously filed as an exhibit 
                  to the Registrant's Annual Report on Form 10-K for the 
                  fiscal year ended September 30, 1990, as filed on 
                  December 24, 1990.)

               B  Certificate of Amendment of Registrant's Sixth Amended and 
                  Restated Articles of Incorporation (previously filed as 
                  an exhibit to the Company's Annual Report on Form 10-K for 
                  the fiscal year ended September 30, 1995, as filed on 
                  December 15, 1995). 

               C  Certificate of Amendment of Registrant's Sixth Amended and 
                  Restated Articles of Incorporation (previously filed as an 
                  exhibit to the Registrant's Registration Statement on 
                  Form S-1, as filed on September 20, 1996 (File No. 
                  333-12417)).

               D  Certificate of Determination of Preferences of Series A 
                  Convertible Preferred Stock of Radius Inc. (previously 
                  filed as an exhibit to the Registrant's Registration 
                  Statement on Form S-1, as filed on September 20, 1996 (File 
                  No. 333-12417)). 

         4.02  Registrant's Bylaws, as amended to date (previously filed as an 
               exhibit to the Registrant's Registration Statement on Form S-8, 
               as filed on April 29, 1992 (File No. 33-47525)).

         4.03  A  Radius Inc. 1995 Stock Option Plan (previously filed as an 
                  exhibit to the Company's Annual Report on Form 10-K for the 
                  fiscal year ended September 30, 1995, as filed on 
                  December 15, 1995).

               B  Amendment No. 1 to Radius Inc. 1995 Stock Option Plan.

               C  Amendment No. 2 to Radius Inc. 1995 Stock Option Plan.

         5.01  Opinion of Fenwick & West LLP.

        23.01  Consent of Ernst & Young LLP, independent auditors.

        23.02  Consent of Fenwick & West LLP (included in Exhibit 5.01).

        24.01 Power of Attorney (see page 6).

                                      -3-
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:

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

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

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

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do 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 15(d) of the Exchange Act of 1934 (the 
"Exchange Act") that are incorporated by reference in the 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 that remain unsold at the 
termination of the offering.

         (4)  That, for purposes of determining any liability under the 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 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.

         (5)  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 are not set forth in 
the

                                      -4-
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.

         (6)  Insofar as indemnification for liabilities arising under the 
Act may be permitted to directors, officers and controlling persons of the 
Registrant pursuant to the provisions discussed in Item 6 hereof, or 
otherwise, the Registrant has been advised that in the opinion of the 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than 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 hereby, 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.

                                      -5-
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 Sunnyvale, state of California, on 
the 11th of December, 1996.

                                      RADIUS INC.

                                      By:  /s/ Charles W. Berger
                                           -----------------------------
                                           Charles W. Berger, 
                                           Chairman of the Board,
                                           Chief Executive Officer,
                                           President and Chief 
                                           Financial Officer

                             POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose 
signature appears below constitutes and appoints Charles W. Berger and 
Cherrie L. Fosco, and each of them, his or her true and lawful 
attorneys-in-fact and agents with full power 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 on Form S-8, 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 done 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 his or hers or their substitute or substitutes, may lawfully 
do or cause to be done by virtue hereof.

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

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

PRINCIPAL EXECUTIVE OFFICER:

 /s/ Charles W. Berger           Chairman of the Board,    December 11, 1996
-----------------------------    Chief Executive Officer,
Charles W. Berger                President and Chief 
                                 Financial Officer

                                      -6-
PRINCIPAL ACCOUNTING OFFICER:

 /s/ Cherrie L. Fosco            Vice President and        December 11, 1996
-----------------------------    Corporate Controller
Cherrie L. Fosco                 

DIRECTORS:

 /s/ Michael D. Boich            Director                  December 11, 1996
-----------------------------
Michael D. Boich

 /s/ Carl A. Carlson             Director                  December 11, 1996
-----------------------------
Carl A. Carlson

                                       -7-