<PAGE>



     As filed with the Securities and Exchange Commission on March 13, 1996
                                                 Registration No. 33-______ 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             MERCURY AIR GROUP, INC.
               (Exact name of registrant as specified in charter)

      New York                                                 11-1800515
(State of incorporation)                                    (I.R.S. Employer
                                                          Identification Number)

     5456 McConnell Avenue Los Angeles, California               90066
       (Address of principal executive offices)                (Zip Code)

                             Mercury Air Group, Inc.
                          Employee Stock Purchase Plan
                             (Full titles of plans)

                                  Seymour Kahn
                Chairman of the Board and Chief Executive Officer
                             Mercury Air Group, Inc.
                              5456 McConnell Avenue
                          Los Angeles, California 90066
                                 (310) 827-2737
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                     Proposed
                                                Proposed             maximum
Title of                                        maximum              aggregate           Amount of
Securities to           Amount to be            offering             offering            registration
be registered           registered              price(1)             price(1)            fee
<S>                     <C>                     <C>                  <C>                 <C>
-----------------------------------------------------------------------------------------------------
Common Stock,
$.01 Par Value          100,000 shares           $9.13               $913,000            $314.82
-----------------------------------------------------------------------------------------------------

</TABLE>

(1) Calculated pursuant to Rule 457 based on the average of the high and low
prices reported on the American Stock Exchange on March 11, 1996 for
registrant's Common Stock, $.01 par value.


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     The information required for this Item is included in documents 
distributed to each participant.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The information required for this Item is included in documents 
distributed to each participant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents which have been filed by Mercury Air Group, 
Inc., a New York corporation (the "Company") with the Securities and Exchange 
Commission are incorporated by reference into this Registration Statement:

     (1)  The Annual Report of the Company on Form 10-K for the fiscal year 
ended June 30, 1995; the Quarterly Report on Form 10-Q of the Company for the 
quarter ended September 30, 1995; and the Quarterly Report on Form 10-Q of 
the Company for the quarter ended December 31, 1995; and 

     (2)  The description of the Company's Common Stock, $.01 par value 
("Common Stock"), contained in its Registration Statement on Form 8-A filed 
under the Securities Exchange Act of 1934. 

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a 
post-effective amendment to the Registration Statement that indicates that 
all securities offered hereby have been sold or which deregisters such 
securities remaining unsold, shall be deemed to be incorporated herein by 
reference and to be a part hereof from the date of filing of such documents.  
Any statement contained herein or in any document incorporated or deemed 
incorporated herein by reference shall be deemed modified or superseded to 
the extent that a statement contained in any subsequently filed document 
which is also deemed incorporated herein by reference modifies or supersedes 
such earlier statement.

                                      -2-

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS OR COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 722 of the New York Business Corporation Law (the "NYBCL") 
authorizes indemnification by a corporation of its directors and officers 
against amounts paid in settlement and reasonable expenses, including 
attorneys' fees, actually and necessarily incurred by them in connection with 
the defense or settlement of such action, or in connection with an appeal 
therein, if such director or officer acted in good faith for a purpose which 
they reasonably believed to be in the best interests of the corporation. No 
indemnification will be made, however, in respect of an action brought 
derivatively or by or in the right of the corporation if (1) a threatened 
action, or a pending action which is settled or otherwise disposed of, or (2) 
any claim, issue or matter as to which any such officer or director is 
adjudged to be liable to the corporation, unless and only to the extent that 
the court to which the action was brought, or, if no action was brought, any 
court of competent jurisdiction, determines upon application that in view of 
all the circumstances of the case, the director or officer is fairly and 
reasonably entitled to indemnity for such portion of the settlement amount 
and expenses as the court deems proper.

     The indemnification provided in Section 722 of the NYBCL is mandatory in 
any instance where the officer or director is successful on the merits in 
defending a civil or criminal action.  Otherwise, indemnification can only be 
made pursuant to a specific authorization given in a particular case. Such 
authorization must be contained in court order, resolution approved by a 
quorum of disinterested directors, resolution of the board following a 
written opinion of independent counsel that indemnification is proper or 
shareholder resolution. Expenses incurred in defending an action may be 
advanced pending final disposition of such action upon receipt of an 
undertaking to reimburse such advances if it is ultimately determined that 
indemnification is not appropriate.

     The Company's bylaws authorize it to indemnify its directors and 
officers against any judgments, fines, amounts paid in settlement and 
reasonable expenses, including attorneys' fees, if such director or officer 
acted in good faith.

     The Company further has entered into indemnification agreements with its 
officers and directors obligating it to

                                      -3-


<PAGE>

indemnify them to the fullest extent permitted by law.  The indemnification 
agreements obligate the Company to advance expenses pending a resolution of 
whether or not indemnification is ultimately appropriate upon receipt of an 
undertaking.  The indemnification agreements further provide a presumption in 
favor of indemnification and procedures and standards for implementing the 
indemnification permitted pursuant to Section 722 of the NYBCL.  

     The NYBCL further provides that a New York corporation has the power to 
purchase and maintain insurance in order to indemnify the corporation for any 
obligation which it incurs as a result of the indemnification of directors 
and officers pursuant to the provisions of the NYBCL, to indemnify directors 
and officers in instances in which they may be indemnified by the corporation 
pursuant to the provisions of the NYBCL, and to indemnify directors and 
officers in instances in which they may not otherwise be indemnified by the 
corporation pursuant to the provisions of the NYBCL, provided the contract of 
insurance covering such directors and officers provides, in a manner 
acceptable to the superintendent of insurance, for a retention amount and for 
co-insurance.  The Company has purchased an officers and directors liability 
insurance policy. 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

4.1  Mercury Air Group, Inc. Employee Stock Purchase Plan
23.1 Consent of Deloitte & Touche

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
Securities Act of 1933;

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

                                      -4-

<PAGE>

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

     (2) That, for the purpose of determining any liability under the 
Securities Act of 1933, each post-effective amendment shall be deemed 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 hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement 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. 

     Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Company pursuant to the foregoing provisions or otherwise, the Company 
has been advised 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. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company 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 Company 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 Company 
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 Los Angeles, State of California, on the 27th day 
of February 1996.

                              MERCURY AIR GROUP. INC. 

                              By:       SEYMOUR KAHN
                                  --------------------------
                                   Seymour Kahn
                                   Chairman of the Board and
                                   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Seymour Kahn and Randolph E. Ajer his true and 
lawful attorney-in-fact and agent, with full power of substitution and 
resubstitution, for him and in his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post-effective 
amendments) to this Registration Statement, and to file the same, with all 
exhibits thereto and other documents in connection therewith, with the 
Securities Exchange Commission, granting unto said attorney-in-fact and agent 
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 might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent or his substitutes or 
substitute, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

SIGNATURES                              TITLE                            DATE
----------                              -----                            ----
<S>                            <C>                                   <C>
                        
Seymour Kahn                   Chairman of the Board and Chief       February 27, 1996
                               Executive Officer
                               (Principal Executive Officer)         
                         

Randolph E. Ajer               Secretary, Chief Financial            February 27, 1996
                               Officer, Chief Accounting
                               Officer, Treasurer and 
                               Executive Vice President 
                               (Principal Financial and 
                               Accounting Officer)                   
                                   
Robert L. List                 Director                              February 27, 1996
     

                        
Philip J. Fagan, Jr., M.D.     Director                              February 27, 1996

                                  
William G. Langton             Director                              February 27, 1996


Joseph A. Czyzyk               Chief Operating Officer,              February 27, 1996
                               Director                              


</TABLE>

                                      -6-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16183}]
{"company-data": {"conformed-name": "MERCURY AIR GROUP INC", "cik": "0000052532", "assigned-sic": "4581", "irs-number": "111800515", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01675", "film-number": "96534345"}, "business-address": {"street1": "5456 MCCONNELL AVE", "city": "LOS ANGELES", "state": "CA", "zip": "90066", "phone": "3106462994"}, "former-company": [{"former-conformed-name": "IPM TECHNOLOGY INC", "date-changed": "19891225"}, {"former-conformed-name": "IDEAL PRECISION METER CO INC", "date-changed": "19690911"}, {"former-conformed-name": "PRECISION METER CO INC", "date-changed": "19670906"}]}
As filed with the Securities and Exchange Commission on March 13, 1996
                                                 Registration No. 33-______ 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             MERCURY AIR GROUP, INC.
               (Exact name of registrant as specified in charter)

      New York                                                 11-1800515
(State of incorporation)                                    (I.R.S. Employer
                                                          Identification Number)

     5456 McConnell Avenue Los Angeles, California               90066
       (Address of principal executive offices)                (Zip Code)

                             Mercury Air Group, Inc.
                          Employee Stock Purchase Plan
                             (Full titles of plans)

                                  Seymour Kahn
                Chairman of the Board and Chief Executive Officer
                             Mercury Air Group, Inc.
                              5456 McConnell Avenue
                          Los Angeles, California 90066
                                 (310) 827-2737
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                Proposed             maximum
Title of                                        maximum              aggregate           Amount of
Securities to           Amount to be            offering             offering            registration
be registered           registered              price(1)             price(1)            fee
-----------------------------------------------------------------------------------------------------
Common Stock,
$.01 Par Value          100,000 shares           $9.13               $913,000            $314.82
-----------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457 based on the average of the high and low
prices reported on the American Stock Exchange on March 11, 1996 for
registrant's Common Stock, $.01 par value.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     The information required for this Item is included in documents 
distributed to each participant.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The information required for this Item is included in documents 
distributed to each participant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents which have been filed by Mercury Air Group, 
Inc., a New York corporation (the "Company") with the Securities and Exchange 
Commission are incorporated by reference into this Registration Statement:

     (1)  The Annual Report of the Company on Form 10-K for the fiscal year 
ended June 30, 1995; the Quarterly Report on Form 10-Q of the Company for the 
quarter ended September 30, 1995; and the Quarterly Report on Form 10-Q of 
the Company for the quarter ended December 31, 1995; and 

     (2)  The description of the Company's Common Stock, $.01 par value 
("Common Stock"), contained in its Registration Statement on Form 8-A filed 
under the Securities Exchange Act of 1934. 

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a 
post-effective amendment to the Registration Statement that indicates that 
all securities offered hereby have been sold or which deregisters such 
securities remaining unsold, shall be deemed to be incorporated herein by 
reference and to be a part hereof from the date of filing of such documents.  
Any statement contained herein or in any document incorporated or deemed 
incorporated herein by reference shall be deemed modified or superseded to 
the extent that a statement contained in any subsequently filed document 
which is also deemed incorporated herein by reference modifies or supersedes 
such earlier statement.

                                      -2-
ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS OR COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 722 of the New York Business Corporation Law (the "NYBCL") 
authorizes indemnification by a corporation of its directors and officers 
against amounts paid in settlement and reasonable expenses, including 
attorneys' fees, actually and necessarily incurred by them in connection with 
the defense or settlement of such action, or in connection with an appeal 
therein, if such director or officer acted in good faith for a purpose which 
they reasonably believed to be in the best interests of the corporation. No 
indemnification will be made, however, in respect of an action brought 
derivatively or by or in the right of the corporation if (1) a threatened 
action, or a pending action which is settled or otherwise disposed of, or (2) 
any claim, issue or matter as to which any such officer or director is 
adjudged to be liable to the corporation, unless and only to the extent that 
the court to which the action was brought, or, if no action was brought, any 
court of competent jurisdiction, determines upon application that in view of 
all the circumstances of the case, the director or officer is fairly and 
reasonably entitled to indemnity for such portion of the settlement amount 
and expenses as the court deems proper.

     The indemnification provided in Section 722 of the NYBCL is mandatory in 
any instance where the officer or director is successful on the merits in 
defending a civil or criminal action.  Otherwise, indemnification can only be 
made pursuant to a specific authorization given in a particular case. Such 
authorization must be contained in court order, resolution approved by a 
quorum of disinterested directors, resolution of the board following a 
written opinion of independent counsel that indemnification is proper or 
shareholder resolution. Expenses incurred in defending an action may be 
advanced pending final disposition of such action upon receipt of an 
undertaking to reimburse such advances if it is ultimately determined that 
indemnification is not appropriate.

     The Company's bylaws authorize it to indemnify its directors and 
officers against any judgments, fines, amounts paid in settlement and 
reasonable expenses, including attorneys' fees, if such director or officer 
acted in good faith.

     The Company further has entered into indemnification agreements with its 
officers and directors obligating it to

                                      -3-
indemnify them to the fullest extent permitted by law.  The indemnification 
agreements obligate the Company to advance expenses pending a resolution of 
whether or not indemnification is ultimately appropriate upon receipt of an 
undertaking.  The indemnification agreements further provide a presumption in 
favor of indemnification and procedures and standards for implementing the 
indemnification permitted pursuant to Section 722 of the NYBCL.  

     The NYBCL further provides that a New York corporation has the power to 
purchase and maintain insurance in order to indemnify the corporation for any 
obligation which it incurs as a result of the indemnification of directors 
and officers pursuant to the provisions of the NYBCL, to indemnify directors 
and officers in instances in which they may be indemnified by the corporation 
pursuant to the provisions of the NYBCL, and to indemnify directors and 
officers in instances in which they may not otherwise be indemnified by the 
corporation pursuant to the provisions of the NYBCL, provided the contract of 
insurance covering such directors and officers provides, in a manner 
acceptable to the superintendent of insurance, for a retention amount and for 
co-insurance.  The Company has purchased an officers and directors liability 
insurance policy. 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

4.1  Mercury Air Group, Inc. Employee Stock Purchase Plan
23.1 Consent of Deloitte & Touche

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
Securities Act of 1933;

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

                                      -4-
(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 (a)(1)(i) and (a)(1)(ii) do not apply 
if the registration statement is on Form S-3 or Form S-8, and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the registrant pursuant to Section 13 
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated 
by reference in the registration statement. 

     (2) That, for the purpose of determining any liability under the 
Securities Act of 1933, each post-effective amendment shall be deemed 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 hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement 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. 

     Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Company pursuant to the foregoing provisions or otherwise, the Company 
has been advised 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. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company 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 Company 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 Company 
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 Los Angeles, State of California, on the 27th day 
of February 1996.

                              MERCURY AIR GROUP. INC. 

                              By:       SEYMOUR KAHN
                                  --------------------------
                                   Seymour Kahn
                                   Chairman of the Board and
                                   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Seymour Kahn and Randolph E. Ajer his true and 
lawful attorney-in-fact and agent, with full power of substitution and 
resubstitution, for him and in his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post-effective 
amendments) to this Registration Statement, and to file the same, with all 
exhibits thereto and other documents in connection therewith, with the 
Securities Exchange Commission, granting unto said attorney-in-fact and agent 
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 might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent or his substitutes or 
substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated:
SIGNATURES                              TITLE                            DATE
----------                              -----                            ----
Seymour Kahn                   Chairman of the Board and Chief       February 27, 1996
                               Executive Officer
                               (Principal Executive Officer)         
                         

Randolph E. Ajer               Secretary, Chief Financial            February 27, 1996
                               Officer, Chief Accounting
                               Officer, Treasurer and 
                               Executive Vice President 
                               (Principal Financial and 
                               Accounting Officer)                   
                                   
Robert L. List                 Director                              February 27, 1996
     

                        
Philip J. Fagan, Jr., M.D.     Director                              February 27, 1996

                                  
William G. Langton             Director                              February 27, 1996

Joseph A. Czyzyk               Chief Operating Officer,              February 27, 1996
                               Director
-6-