SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM S-8
                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1993

                       CYTEC INDUSTRIES INC.
      (Exact name of registrant as specified in its charter)

                             DELAWARE
  (State or other jurisdiction of incorporation or organization)

                            22-3268660
               (I.R.S. employer identification no.)

      Five Garret Mountain Plaza, West Paterson, N.J.  07424  
         (Address of principal executive office)(Zip Code)

         CONAP EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                       (Full title of plan)

E. F. Jackman, Esq., Vice President, General Counsel and Secretary
        Cytec Industries Inc., Five Garret Mountain Plaza,
                     West Paterson, N.J. 07424
              (Name and address of agent for service)

                          (201) 357-3100
   (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed public offering:  sales are
expected to take place from time to time after the effective date of the
Registration Statement.

                  CALCULATION OF REGISTRATION FEE
===================================================================
                                           Proposed
Title of                   Proposed        Maximum
Securities                 Maximum         Aggregate  Amount of
to be       Amount to      Offering Price  Offering   Registration
Registered  be Registered  Per Share(1)    Price(1)   Fee(1)
===================================================================
Common Stock,
par value        50,000
$0.01 per share  shares      $35.125       $1,756,250   $605.60

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.

(1)  Estimated solely for the purpose of determining the amount of
     the registration fee pursuant to Rule 457(h)(i) promulgated
     under the Act, and based upon the average of the high ($35.25)
     and low ($35.00) prices of Cytec Industries Inc. Common Stock
     on August 26, 1996, as reported on the New York Stock Exchange
     Consolidated Tape ($35.125 per share).

                                   - 1 -
<PAGE>                        

                              PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I will be sent or
given to persons participating in the Conap, Inc. Employees' Savings and
Profit Sharing Plan (the "Plan") of Conap, Inc., a wholly-owned subsidiary of
the Registrant as specified by Rule 428(b)(1) of the Act.  In accordance with
the instructions to Part I of Form S-8, such documents have not been filed
with the Securities and Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or as prospectus supplements
pursuant to Rule 424 of the Act.


                              PART II

INFORMATION NOT REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 3.    Incorporation of Certain Documents by Reference

       The Registrant and the Plan state that the following
       documents filed by the Registrant and the Plan with the
       Commission are incorporated by reference.

       (a) Annual Report on Form 10-K of the Registrant for the
           fiscal year ended December 31, 1995.

       (b) All other reports filed by Registrant pursuant to
           Section 13 of the Securities Exchange Act of 1934
           (the "Exchange Act") since December 31, 1995.

       (c) The description of the Common Stock of the
           Registrant contained in its Registration Statement
           filed under Section 12 of the Exchange Act including
           any amendment or report previously or hereafter
           filed for the purpose of updating such description.

 The Registrant and the Plan state that all documents filed
 by the Registrant and the Plan pursuant to Sections 13, 14
 or 15(d) of the Exchange Act after the date hereof and prior
 to the filing of a post-effective amendment which indicates
 that all securities offered have been sold or which
 deregisters all securities then remaining unsold, shall be
 deemed to be incorporated by reference herein and to be a
 part hereof from the date of filing of such documents.

                         - 2 -
<PAGE>

Item 4.    Description of Securities

           Not applicable.

Item 5.    Interests of Named Experts and Counsel

           Not applicable.

Item 6.    Indemnification of Directors and Officers

       General

       Officers and directors of the Registrant are covered by
       certain provisions of the Delaware General Corporation
       Law (GCL), the Certificate of Incorporation, the By-Laws
       and insurance policies which serve to limit, and, in
       certain instances, to indemnify them against, certain
       liabilities which they may incur in such capacities.
       None of such provisions would have retroactive effect
       for periods prior to December 17, 1993, and the
       Registrant is not aware of any claim or proceeding in
       the last three years, or any threatened claim, which
       would have been or would be covered by these provisions.
       These various provisions are described below.

       Elimination of Liability in Certain Circumstances

       In June 1986, Delaware enacted legislation which
       authorizes corporations to limit or eliminate the
       personal liability of directors to corporations and
       their stockholders for monetary damages for breach of
       directors' fiduciary duty of care.  The duty of care
       requires that, when acting on behalf of the corporation,
       directors must exercise an informed business judgment
       based on all material information reasonably available
       to them.  Absent the limitations now authorized by such
       legislation, directors are accountable to corporations
       and their stockholders for monetary damages for conduct
       constituting negligence or gross negligence in the
       exercise of their duty of care.  Although the statute
       does not change directors' duty of care, it enables
       corporations to limit available relief to equitable
       remedies such as injunction or rescission.  The
       Certificate of Incorporation limits the liability of
       directors to the Registrant or its stockholders (in
       their capacity as directors but not in their capacity as
       officers) to the fullest extent permitted by such
       legislation.  Specifically, the directors of the
       Registrant will not be personally liable for monetary
       damages for breach of director's fiduciary duty as a
       director, except for liability (i) for any breach of the
       director's duty of loyalty to the Registrant or its
       stockholders, (ii) for acts or omissions not in good
       faith or which involve intentional misconduct or a
       knowing violation of law, (iii) for unlawful payments of
       dividends or unlawful stock repurchases or redemptions
       as provided in Section 174 of the Delaware GCL, or (iv)
       for any transaction from which the director derived an
       improper personal benefit.

                         - 3 -
<PAGE>

       Indemnification and Insurance

       As a Delaware corporation, the Registrant has the power,
       under specified circumstances generally requiring the
       director or officer to act in good faith and in a manner
       he reasonably believes to be in or not opposed to the
       Registrant's best interests, to indemnify its directors
       and officers in connection with actions, suits or
       proceedings brought against them by a third party or in
       the name of the Registrant, by reason of the fact that
       they were or are such directors or officers, against
       expenses, judgments, fines and amounts paid in
       settlement in connection with any such action, suit or
       proceeding.  Article VIII of the By-laws generally
       provides for mandatory indemnification of the
       Registrant's directors and officers to the fullest
       extent provided by Delaware corporate law.

       The Registrant's By-Laws are incorporated by reference
       as Exhibit 3(B) to this Registration Statement.
       Directors and officers are also indemnified under a
       directors and officers liability insurance policy.

Item 7.    Exemption from Registration Claimed

           Not applicable

Item 8.    Exhibits

       3(A)     The Certificate of Incorporation of the
                Registrant is incorporated by reference to
                Exhibit 3.1 of Registrant's Annual Report on
                Form 10-K for the year ended December 31, 1993.

       3(B)     The By-Laws of the Registrant are incorporated
                by reference to Exhibit 3.2 of Registrant's
                Annual Report on Form 10-K for the year ended
                December 31, 1993.

       4(A)     Conap, Inc. Employees' Savings and Profit
                Sharing Plan.

       4(B)     Amendment No. 1 to CONAP, Inc. Employees'
                Savings and Profit Sharing Plan.

       21       Trust Agreement dated December 28, 1983,
                between Conap, Inc. and Mellon Bank, N.A.,
                trustee under the Conap, Inc. Employees'
                Savings and Profit Sharing Plan.

       24       Consent of KPMG Peat Marwick LLP related to the
                consolidated financial statements of Cytec
                Industries Inc. and subsidiaries.

       25       Powers of Attorney.

                              - 4 -
<PAGE>

Item 9.    Undertakings

       The undersigned Registrant and the Plan 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) 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 15(d) of the Exchange Act that
       are incorporated by reference in the Registration
       Statement.

       (2) That, for the purpose of determining any liability
           under the 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.

       The undersigned Registrant and the Plan hereby undertake
       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 -
<PAGE>

       Insofar as indemnification for liabilities arising under
       the Act 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 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 the payment by the Registrant of
       expenses incurred or paid by the director, officer, or
       controlling person of the Registrant in the successful
       defense of any action suit or proceeding) is asserted by
       such director, officer or controlling person in
       connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel
       the matter has been settled by controlling precedent,
       submit to a court of appropriate jurisdiction the
       question whether such indemnification by it is against
       public policy as expressed in the Act and will be
       governed by the final adjudication of such issue.

       The Registrant hereby undertakes to submit the Plan and
       any amendment thereto to the Internal Revenue Service
       for a determination that the Plan is qualified under
       Section 401 of the Internal Revenue Code and will make
       all changes required by the IRS in order to qualify the
       Plan.
                              - 6 -
<PAGE>

                            SIGNATURES

The Registrant

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 West Paterson and State of New Jersey, on the 29th
day of August, 1996.

                               CYTEC INDUSTRIES INC.




                               By s/D. D. Fry                  
                                  Chairman of the Board &
                                  Chief Executive Officer

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

Name                           Title




/s/D. D. Fry                   Chairman of the Board &
D. D. Fry                      Chief Executive Officer




/s/J. P. Cronin                Executive Vice President & Chief
J. P. Cronin                   Financial and Accounting Officer


F. W. Armstrong                Director)
G. A. Burns                    Director)      By /s/J. P. Cronin          
L. L. Hoynes, Jr.              Director)         (Attorney-in-Fact)
W. P. Powell                   Director)          August 29, 1996
J. R. Satrum                   Director)

                              - 7 -
<PAGE>

The Plan

Pursuant to the requirement of the Securities Act of 1933, the Conap, Inc.
Employees' Savings and Profit Sharing Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned hereunto duly
authorized.


                                     CONAP, INC. EMPLOYEES' SAVINGS
                                          AND PROFIT SHARING PLAN  

Dated August 29, 1996

                                       By /s/T. Wozniak            
                                           Administrator           



                                       By /s/E. F. Jackman         
                                           Administrator           


                              - 8 -
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SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM S-8
                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1993

                       CYTEC INDUSTRIES INC.
      (Exact name of registrant as specified in its charter)

                             DELAWARE
  (State or other jurisdiction of incorporation or organization)

                            22-3268660
               (I.R.S. employer identification no.)

      Five Garret Mountain Plaza, West Paterson, N.J.  07424  
         (Address of principal executive office)(Zip Code)

         CONAP EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                       (Full title of plan)

E. F. Jackman, Esq., Vice President, General Counsel and Secretary
        Cytec Industries Inc., Five Garret Mountain Plaza,
                     West Paterson, N.J. 07424
              (Name and address of agent for service)

                          (201) 357-3100
   (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed public offering:  sales are
expected to take place from time to time after the effective date of the
Registration Statement.

                  CALCULATION OF REGISTRATION FEE
===================================================================
                                           Proposed
Title of                   Proposed        Maximum
Securities                 Maximum         Aggregate  Amount of
to be       Amount to      Offering Price  Offering   Registration
Registered  be Registered  Per Share(1)    Price(1)   Fee(1)
===================================================================
Common Stock,
par value        50,000
$0.01 per share  shares      $35.125       $1,756,250   $605.60

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.

(1)  Estimated solely for the purpose of determining the amount of
     the registration fee pursuant to Rule 457(h)(i) promulgated
     under the Act, and based upon the average of the high ($35.25)
     and low ($35.00) prices of Cytec Industries Inc. Common Stock
     on August 26, 1996, as reported on the New York Stock Exchange
     Consolidated Tape ($35.125 per share).

                                   - 1 -
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I will be sent or
given to persons participating in the Conap, Inc. Employees' Savings and
Profit Sharing Plan (the "Plan") of Conap, Inc., a wholly-owned subsidiary of
the Registrant as specified by Rule 428(b)(1) of the Act.  In accordance with
the instructions to Part I of Form S-8, such documents have not been filed
with the Securities and Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or as prospectus supplements
pursuant to Rule 424 of the Act.

                              PART II

INFORMATION NOT REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 3.    Incorporation of Certain Documents by Reference

       The Registrant and the Plan state that the following
       documents filed by the Registrant and the Plan with the
       Commission are incorporated by reference.

       (a) Annual Report on Form 10-K of the Registrant for the
           fiscal year ended December 31, 1995.

       (b) All other reports filed by Registrant pursuant to
           Section 13 of the Securities Exchange Act of 1934
           (the "Exchange Act") since December 31, 1995.

       (c) The description of the Common Stock of the
           Registrant contained in its Registration Statement
           filed under Section 12 of the Exchange Act including
           any amendment or report previously or hereafter
           filed for the purpose of updating such description.

 The Registrant and the Plan state that all documents filed
 by the Registrant and the Plan pursuant to Sections 13, 14
 or 15(d) of the Exchange Act after the date hereof and prior
 to the filing of a post-effective amendment which indicates
 that all securities offered have been sold or which
 deregisters all securities then remaining unsold, shall be
 deemed to be incorporated by reference herein and to be a
 part hereof from the date of filing of such documents.

                         - 2 -
Item 4.    Description of Securities

           Not applicable.

Item 5.    Interests of Named Experts and Counsel

           Not applicable.

Item 6.    Indemnification of Directors and Officers

       General

       Officers and directors of the Registrant are covered by
       certain provisions of the Delaware General Corporation
       Law (GCL), the Certificate of Incorporation, the By-Laws
       and insurance policies which serve to limit, and, in
       certain instances, to indemnify them against, certain
       liabilities which they may incur in such capacities.
       None of such provisions would have retroactive effect
       for periods prior to December 17, 1993, and the
       Registrant is not aware of any claim or proceeding in
       the last three years, or any threatened claim, which
       would have been or would be covered by these provisions.
       These various provisions are described below.

       Elimination of Liability in Certain Circumstances

       In June 1986, Delaware enacted legislation which
       authorizes corporations to limit or eliminate the
       personal liability of directors to corporations and
       their stockholders for monetary damages for breach of
       directors' fiduciary duty of care.  The duty of care
       requires that, when acting on behalf of the corporation,
       directors must exercise an informed business judgment
       based on all material information reasonably available
       to them.  Absent the limitations now authorized by such
       legislation, directors are accountable to corporations
       and their stockholders for monetary damages for conduct
       constituting negligence or gross negligence in the
       exercise of their duty of care.  Although the statute
       does not change directors' duty of care, it enables
       corporations to limit available relief to equitable
       remedies such as injunction or rescission.  The
       Certificate of Incorporation limits the liability of
       directors to the Registrant or its stockholders (in
       their capacity as directors but not in their capacity as
       officers) to the fullest extent permitted by such
       legislation.  Specifically, the directors of the
       Registrant will not be personally liable for monetary
       damages for breach of director's fiduciary duty as a
       director, except for liability (i) for any breach of the
       director's duty of loyalty to the Registrant or its
       stockholders, (ii) for acts or omissions not in good
       faith or which involve intentional misconduct or a
       knowing violation of law, (iii) for unlawful payments of
       dividends or unlawful stock repurchases or redemptions
       as provided in Section 174 of the Delaware GCL, or (iv)
       for any transaction from which the director derived an
       improper personal benefit.

                         - 3 -
Indemnification and Insurance

       As a Delaware corporation, the Registrant has the power,
       under specified circumstances generally requiring the
       director or officer to act in good faith and in a manner
       he reasonably believes to be in or not opposed to the
       Registrant's best interests, to indemnify its directors
       and officers in connection with actions, suits or
       proceedings brought against them by a third party or in
       the name of the Registrant, by reason of the fact that
       they were or are such directors or officers, against
       expenses, judgments, fines and amounts paid in
       settlement in connection with any such action, suit or
       proceeding.  Article VIII of the By-laws generally
       provides for mandatory indemnification of the
       Registrant's directors and officers to the fullest
       extent provided by Delaware corporate law.

       The Registrant's By-Laws are incorporated by reference
       as Exhibit 3(B) to this Registration Statement.
       Directors and officers are also indemnified under a
       directors and officers liability insurance policy.

Item 7.    Exemption from Registration Claimed

           Not applicable

Item 8.    Exhibits

       3(A)     The Certificate of Incorporation of the
                Registrant is incorporated by reference to
                Exhibit 3.1 of Registrant's Annual Report on
                Form 10-K for the year ended December 31, 1993.

       3(B)     The By-Laws of the Registrant are incorporated
                by reference to Exhibit 3.2 of Registrant's
                Annual Report on Form 10-K for the year ended
                December 31, 1993.

       4(A)     Conap, Inc. Employees' Savings and Profit
                Sharing Plan.

       4(B)     Amendment No. 1 to CONAP, Inc. Employees'
                Savings and Profit Sharing Plan.

       21       Trust Agreement dated December 28, 1983,
                between Conap, Inc. and Mellon Bank, N.A.,
                trustee under the Conap, Inc. Employees'
                Savings and Profit Sharing Plan.

       24       Consent of KPMG Peat Marwick LLP related to the
                consolidated financial statements of Cytec
                Industries Inc. and subsidiaries.

       25       Powers of Attorney.

                              - 4 -
Item 9.    Undertakings

       The undersigned Registrant and the Plan 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) 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 15(d) of the Exchange Act that
       are incorporated by reference in the Registration
       Statement.

       (2) That, for the purpose of determining any liability
           under the 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.

       The undersigned Registrant and the Plan hereby undertake
       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 -
Insofar as indemnification for liabilities arising under
       the Act 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 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 the payment by the Registrant of
       expenses incurred or paid by the director, officer, or
       controlling person of the Registrant in the successful
       defense of any action suit or proceeding) is asserted by
       such director, officer or controlling person in
       connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel
       the matter has been settled by controlling precedent,
       submit to a court of appropriate jurisdiction the
       question whether such indemnification by it is against
       public policy as expressed in the Act and will be
       governed by the final adjudication of such issue.

       The Registrant hereby undertakes to submit the Plan and
       any amendment thereto to the Internal Revenue Service
       for a determination that the Plan is qualified under
       Section 401 of the Internal Revenue Code and will make
       all changes required by the IRS in order to qualify the
       Plan.
                              - 6 -
SIGNATURES

The Registrant

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 West Paterson and State of New Jersey, on the 29th
day of August, 1996.

                               CYTEC INDUSTRIES INC.

                               By s/D. D. Fry                  
                                  Chairman of the Board &
                                  Chief Executive Officer

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

Name                           Title

/s/D. D. Fry                   Chairman of the Board &
D. D. Fry                      Chief Executive Officer

/s/J. P. Cronin                Executive Vice President & Chief
J. P. Cronin                   Financial and Accounting Officer

F. W. Armstrong                Director)
G. A. Burns                    Director)      By /s/J. P. Cronin          
L. L. Hoynes, Jr.              Director)         (Attorney-in-Fact)
W. P. Powell                   Director)          August 29, 1996
J. R. Satrum                   Director)

                              - 7 -
The Plan

Pursuant to the requirement of the Securities Act of 1933, the Conap, Inc.
Employees' Savings and Profit Sharing Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned hereunto duly
authorized.

                                     CONAP, INC. EMPLOYEES' SAVINGS
                                          AND PROFIT SHARING PLAN  

Dated August 29, 1996

                                       By /s/T. Wozniak            
                                           Administrator           

                                       By /s/E. F. Jackman         
                                           Administrator           

                              - 8 -