As filed with the  Securities  and  Exchange  Commission  on June 30,  1997
                                                            Registration No. 33-



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                                  ADTRAN, INC
             (Exact name of registrant as specified in its charter)
 Delaware                                              63-0918200
(State or other jurisdiction                         (I.R.S.  Employer
of incorporation or organization)                     Identification No.)

             901 Explorer Boulevard, Huntsville, Alabama 35806-2807
          (Address of principal executive offices, including zip code)



                    ADTRAN,Inc. 401(k) Employee Savings Plan
                            (Full title of the plan)
                                 ---------------


                  Mark C. Smith                                 Copy to:
Chairman of the Board and Chief Executive Officer
                  ADTRAN, Inc.                         Thomas Wardell, Esq.
          901 Explorer Boulevard                     Long Aldridge Norman LLP
      Huntsville,Alabama  35806-2807           One Peachtree Center,  Suite 5300
(Name and address of agent for  service)              303  Peachtree  Street
          (205)  971-8000                            Atlanta,  Georgia  30308
(Telephone  number,  including  area code,              (404) 527-4000
          of agent for service)


<PAGE>

                        CALCULATION OF REGISTRATION FEE



Title of                      Proposed         Proposed
securities    Amount          maximum          maximum               Amount of
to be         to be           offering price   aggregate            registration
registered    registered (1)  per share (2)    offering price (2)   fee (2)

Common Stock,
$.01 par value
per share     70,103 (1)      $24.25          $1,699,997.75         $515.15

Interests in Indeterminate  (1)                                           0
the Plan

(1)  The shares of Common Stock being registered represent the estimated maximum
     number of shares purchasable on the open market,  from time to time, by the
     Trustee for the Common Stock Fund being established under the ADTRAN,  Inc.
     401(k)  Employee  Savings  Plan (the  "Plan")  for the first three years of
     operation  commencing  July 1, 1997.  In addition,  pursuant to Rule 416(c)
     under the Securities Act of 1933, this  registration  statement also covers
     an indeterminate  amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.


(2)  The  shares  will be  purchased  by the  Plan  Trustee  from  time to time;
     therefore,  the offering  price of the 70,103  shares which may be acquired
     pursuant to the Plan is not presently determinable.  The offering price for
     such  shares is  estimated  pursuant  to Rule 457(c) and (h) solely for the
     purpose of calculating the  registration  fee and is based upon the average
     of the high and low  prices of the  Registrant's  Common  Stock on June 23,
     1997 as quoted on The Nasdaq National Market.


<PAGE>

                                    PART II
               INFORMATION REQUIRED INTHE REGISTRATION STATEMENT


 Item 3.  Incorporation of Documents by Reference
     The following documents  heretofore filed by ADTRAN, Inc. (the "Company" or
the "Registrant") and where applicable, the ADTRAN, Inc. 401(k) Employee Savings
Plan  (the  "Plan"),   with  the   Securities  and  Exchange   Commission   (the
"Commission") hereby are incorporated herein by reference as of their respective
dates:

     (1) The Company's Annual Report on Form 10-K for the year ended on December
31,1996. The Plan has not been a reporting plan to date. The Plan is instituting
a Company Stock  Purchase  feature on July 1, 1997 and it  anticipates  that its
first report will be filed in connection  with the Plan year ending December 31,
1997;

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997; and

     (3) The  description  of the  Company's  Common  Stock as  contained in the
Company's  Registration  Statement  on Form 8-A  (Registration  No.  0-24612) as
declared effective by the Commission on August 9, 1994.


     In addition,  all reports and documents  subsequently  filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") subsequent to the date hereof 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 to be  incorporated  by reference  herein and made a part hereof
from the date of the filing of such documents.

Item 6.  Indemnification  of Directors  and  Officers

      Article Eleventh of the Company's  Certificate of  Incorporation  provides
for the elimination of personal monetary liabilities of directors of the Company
for breaches of their fiduciary duties as directors, except that, as provided by
Section 102(b)(7) of the General  Corporation Law of Delaware (the "GCL"),  such
personal  monetary  liability of a director may not be eliminated with regard to
any breach of the duty of  loyalty,  failing to act in good  faith,  intentional
misconduct  or  knowing  violation  of law,  payment  of an  unlawful  dividend,
approval of an illegal stock  repurchase,  or obtainment of an improper personal
benefit.  Such a  provision  has no  effect  on the  availability  of  equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.

      Article Twelfth of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Company to the extent permitted
by the GCL. Section 145 of the GCL provides for indemnification of directors and
officers from and against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement  reasonably  incurred by them in connection  with
any  civil,  criminal,  administrative  or  investigative  claim  or  proceeding
(including civil actions brought as derivative actions by or in the right of the
corporation but only to the extent of expenses  reasonably incurred in defending
or settling such action) in which they may become  involved by reason of being a
director or officer of the  corporation if the director or officer acted in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best interest of the corporation and, in addition,  in criminal actions,  if
he had no  reasonable  cause to believe  his conduct to be  unlawful.  If, in an
action brought by or in the right of the corporation, the director or officer is
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty,  he will only be  entitled  to such  indemnity  as the  court  finds to be
proper.  Persons who are  successful  in defense of any claim  against  them are
entitled to indemnification as of right against expenses actually and reasonably
incurred in connection therewith.  In all other cases,  indemnification shall be
made  (unless  otherwise  ordered  by a court)  only if the board of  directors,
acting by a majority vote of a quorum of  disinterested  directors,  independent
legal counsel or holders of a majority of the shares entitled to vote determines
that the applicable  standard of conduct has been met. Section 145 also provides
such  indemnity for directors and officers of a corporation  who, at the request
of the  corporation,  act as directors,  officers,  employees or agents of other
corporations, partnerships or other enterprises.

      Article VI of the Company's Bylaws provides as follows:

     Section 6.1.  Indemnification.  The Corporation shall indemnify and advance
expenses  to any  officer,  director,  employee  or  agent  to the  full  extent
permitted by its Certificate of Incorporation, these bylaws or by law.

     The Company maintains directors and officers liability insurance which will
insure against  liabilities  that directors or officers of the Company may incur
in such capacities.

  Item 8. Exhibits

Exhibit
Number                             Description
  5                       Copy of  Internal  Revenue  Service  Determination
                          Letter with respect to the Plan

  23(a)                   Consent of Coopers & Lybrand L.L.P.

  24                      Powers of Attorney.


 Item 9. Undertakings

     A. Rule 415 Offering.

     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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  as amended (the "1933 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. Subsequent  Documents  Incorporated by Reference.

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

    C.  Indemnification  of Officers,  Directors and Controlling  Persons.

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the  provisions  described  under Item 6 above,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue. <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 Huntsville, State of Alabama, on June 30, 1997.


                                   ADTRAN,  INC.



                                   By: /s/ Mark C. Smith*
                                       Mark C. Smith
                                       Chairman of the Board and
                                       Chief Executive  Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of June 30, 1997.

Signatures                          Title

/s/ Mark C. Smith*                  Chairman of the Board, Chief Executive
Mark C. Smith                       Executive  Officer and  Director (Principal
                                    Executive  Officer)

/s/ Howard A.Thrailkill             President,  Chief Operating Officer and
Howard A. Thrailkill                Director


/s/ Lonnie S. McMillian*            Senior Vice President,Secretary and Director
Lonnie S. McMillian

O. Gene Gabbard*                    Director
O. Gene Gabbard

William L. Marks*                   Director
William L. Marks

Roy J. Nichols*                     Director
Roy J. Nichols

James L. North*                     Director
James L. North

/s/ John R. Cooper                  Vice  President-Finance and
John R. Cooper                      Chief Financial Officer

*By: /s/ Howard A. Thrailkill
 Howard A. Thrailkill,
 as Attorney-in-Fact


<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Plan have duly caused this registration statement to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Huntsville, State of Alabama, on June 30, 1997.

                               ADTRAN,  Inc.  401(k) Employee Savings Plan

                               By: ADTRAN, Inc., Plan Administrator

                               By: /s/ Mark C. Smith*
                                   Mark C. Smith
                                   Chairman of the Board and
                                   Chief Executive Officer

*By:  /s/ Howard A. Thrailkill
      Howard A. Thrailkill
      as Attorney-in-Fact
<PAGE>


                                  EXHIBIT INDEX


Exhibit                                                              Page  No.

   5                Copy of Internal  Revenue Service  Determination
                     Letter with respect to the Plan

   23(a)            Consent  of  Coopers & Lybrand  L.L.P.

   24               Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "ADTRAN, INC. 401(K) EMPLOYEE SAVINGS PLAN", "secsgml_size_bytes": 14848}]
{"company-data": {"conformed-name": "ADTRAN INC", "cik": "0000926282", "assigned-sic": "3661", "irs-number": "630918200", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30375", "film-number": "97633062"}, "business-address": {"street1": "901 EXPLORER BLVD", "city": "HUNTSVILLE", "state": "AL", "zip": "35806", "phone": "2059718000"}, "mail-address": {"street1": "901 EXPLORER BLVD", "city": "HUNTSVILLE", "state": "AL", "zip": "35806"}}
As filed with the  Securities  and  Exchange  Commission  on June 30,  1997
                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                                  ADTRAN, INC
             (Exact name of registrant as specified in its charter)
 Delaware                                              63-0918200
(State or other jurisdiction                         (I.R.S.  Employer
of incorporation or organization)                     Identification No.)

             901 Explorer Boulevard, Huntsville, Alabama 35806-2807
          (Address of principal executive offices, including zip code)

                    ADTRAN,Inc. 401(k) Employee Savings Plan
                            (Full title of the plan)
                                 ---------------

                  Mark C. Smith                                 Copy to:
Chairman of the Board and Chief Executive Officer
                  ADTRAN, Inc.                         Thomas Wardell, Esq.
          901 Explorer Boulevard                     Long Aldridge Norman LLP
      Huntsville,Alabama  35806-2807           One Peachtree Center,  Suite 5300
(Name and address of agent for  service)              303  Peachtree  Street
          (205)  971-8000                            Atlanta,  Georgia  30308
(Telephone  number,  including  area code,              (404) 527-4000
          of agent for service)
CALCULATION OF REGISTRATION FEE

Title of                      Proposed         Proposed
securities    Amount          maximum          maximum               Amount of
to be         to be           offering price   aggregate            registration
registered    registered (1)  per share (2)    offering price (2)   fee (2)

Common Stock,
$.01 par value
per share     70,103 (1)      $24.25          $1,699,997.75         $515.15

Interests in Indeterminate  (1)                                           0
the Plan

(1)  The shares of Common Stock being registered represent the estimated maximum
     number of shares purchasable on the open market,  from time to time, by the
     Trustee for the Common Stock Fund being established under the ADTRAN,  Inc.
     401(k)  Employee  Savings  Plan (the  "Plan")  for the first three years of
     operation  commencing  July 1, 1997.  In addition,  pursuant to Rule 416(c)
     under the Securities Act of 1933, this  registration  statement also covers
     an indeterminate  amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.

(2)  The  shares  will be  purchased  by the  Plan  Trustee  from  time to time;
     therefore,  the offering  price of the 70,103  shares which may be acquired
     pursuant to the Plan is not presently determinable.  The offering price for
     such  shares is  estimated  pursuant  to Rule 457(c) and (h) solely for the
     purpose of calculating the  registration  fee and is based upon the average
     of the high and low  prices of the  Registrant's  Common  Stock on June 23,
     1997 as quoted on The Nasdaq National Market.
PART II
               INFORMATION REQUIRED INTHE REGISTRATION STATEMENT

 Item 3.  Incorporation of Documents by Reference
     The following documents  heretofore filed by ADTRAN, Inc. (the "Company" or
the "Registrant") and where applicable, the ADTRAN, Inc. 401(k) Employee Savings
Plan  (the  "Plan"),   with  the   Securities  and  Exchange   Commission   (the
"Commission") hereby are incorporated herein by reference as of their respective
dates:

     (1) The Company's Annual Report on Form 10-K for the year ended on December
31,1996. The Plan has not been a reporting plan to date. The Plan is instituting
a Company Stock  Purchase  feature on July 1, 1997 and it  anticipates  that its
first report will be filed in connection  with the Plan year ending December 31,
1997;

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997; and

     (3) The  description  of the  Company's  Common  Stock as  contained in the
Company's  Registration  Statement  on Form 8-A  (Registration  No.  0-24612) as
declared effective by the Commission on August 9, 1994.

     In addition,  all reports and documents  subsequently  filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") subsequent to the date hereof 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 to be  incorporated  by reference  herein and made a part hereof
from the date of the filing of such documents.

Item 6.  Indemnification  of Directors  and  Officers

      Article Eleventh of the Company's  Certificate of  Incorporation  provides
for the elimination of personal monetary liabilities of directors of the Company
for breaches of their fiduciary duties as directors, except that, as provided by
Section 102(b)(7) of the General  Corporation Law of Delaware (the "GCL"),  such
personal  monetary  liability of a director may not be eliminated with regard to
any breach of the duty of  loyalty,  failing to act in good  faith,  intentional
misconduct  or  knowing  violation  of law,  payment  of an  unlawful  dividend,
approval of an illegal stock  repurchase,  or obtainment of an improper personal
benefit.  Such a  provision  has no  effect  on the  availability  of  equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.

      Article Twelfth of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Company to the extent permitted
by the GCL. Section 145 of the GCL provides for indemnification of directors and
officers from and against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement  reasonably  incurred by them in connection  with
any  civil,  criminal,  administrative  or  investigative  claim  or  proceeding
(including civil actions brought as derivative actions by or in the right of the
corporation but only to the extent of expenses  reasonably incurred in defending
or settling such action) in which they may become  involved by reason of being a
director or officer of the  corporation if the director or officer acted in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best interest of the corporation and, in addition,  in criminal actions,  if
he had no  reasonable  cause to believe  his conduct to be  unlawful.  If, in an
action brought by or in the right of the corporation, the director or officer is
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty,  he will only be  entitled  to such  indemnity  as the  court  finds to be
proper.  Persons who are  successful  in defense of any claim  against  them are
entitled to indemnification as of right against expenses actually and reasonably
incurred in connection therewith.  In all other cases,  indemnification shall be
made  (unless  otherwise  ordered  by a court)  only if the board of  directors,
acting by a majority vote of a quorum of  disinterested  directors,  independent
legal counsel or holders of a majority of the shares entitled to vote determines
that the applicable  standard of conduct has been met. Section 145 also provides
such  indemnity for directors and officers of a corporation  who, at the request
of the  corporation,  act as directors,  officers,  employees or agents of other
corporations, partnerships or other enterprises.

      Article VI of the Company's Bylaws provides as follows:

     Section 6.1.  Indemnification.  The Corporation shall indemnify and advance
expenses  to any  officer,  director,  employee  or  agent  to the  full  extent
permitted by its Certificate of Incorporation, these bylaws or by law.

     The Company maintains directors and officers liability insurance which will
insure against  liabilities  that directors or officers of the Company may incur
in such capacities.

  Item 8. Exhibits

Exhibit
Number                             Description
  5                       Copy of  Internal  Revenue  Service  Determination
                          Letter with respect to the Plan

  23(a)                   Consent of Coopers & Lybrand L.L.P.

  24                      Powers of Attorney.

 Item 9. Undertakings

     A. Rule 415 Offering.

     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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  as amended (the "1933 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. Subsequent  Documents  Incorporated by Reference.

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

    C.  Indemnification  of Officers,  Directors and Controlling  Persons.

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the  provisions  described  under Item 6 above,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  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 Huntsville, State of Alabama, on June 30, 1997.

                                   ADTRAN,  INC.

                                   By: /s/ Mark C. Smith*
                                       Mark C. Smith
                                       Chairman of the Board and
                                       Chief Executive  Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of June 30, 1997.

Signatures                          Title

/s/ Mark C. Smith*                  Chairman of the Board, Chief Executive
Mark C. Smith                       Executive  Officer and  Director (Principal
                                    Executive  Officer)

/s/ Howard A.Thrailkill             President,  Chief Operating Officer and
Howard A. Thrailkill                Director

/s/ Lonnie S. McMillian*            Senior Vice President,Secretary and Director
Lonnie S. McMillian

O. Gene Gabbard*                    Director
O. Gene Gabbard

William L. Marks*                   Director
William L. Marks

Roy J. Nichols*                     Director
Roy J. Nichols

James L. North*                     Director
James L. North

/s/ John R. Cooper                  Vice  President-Finance and
John R. Cooper                      Chief Financial Officer

*By: /s/ Howard A. Thrailkill
 Howard A. Thrailkill,
 as Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Plan have duly caused this registration statement to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Huntsville, State of Alabama, on June 30, 1997.

                               ADTRAN,  Inc.  401(k) Employee Savings Plan

                               By: ADTRAN, Inc., Plan Administrator

                               By: /s/ Mark C. Smith*
                                   Mark C. Smith
                                   Chairman of the Board and
                                   Chief Executive Officer

*By:  /s/ Howard A. Thrailkill
      Howard A. Thrailkill
      as Attorney-in-Fact
EXHIBIT INDEX

Exhibit                                                              Page  No.

   5                Copy of Internal  Revenue Service  Determination
                     Letter with respect to the Plan

   23(a)            Consent  of  Coopers & Lybrand  L.L.P.

   24               Powers of Attorney.