As filed with the Securities and Exchange Commission on May 8, 1998

                              Registration No. 333-

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   HUBCO, INC.
             (Exact name of registrant as specified in its charter)

                  New Jersey                           22-2405746
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)                                   

                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
      (Address, including zip code of registrant's principal executive offices)

                       1985 STOCK OPTION PLAN, AS AMENDED
                        1993 DIRECTORS' STOCK OPTION PLAN
                      1993 STOCK INCENTIVE PLAN, AS AMENDED
                (FOR HUBCO EMPLOYEES WHO WERE FORMER EMPLOYEES OF
                          POUGHKEEPSIE FINANCIAL CORP.)
                            (Full title of the Plan)

                    Kenneth T. Neilson, Chairman of the Board
                                   HUBCO, Inc.
                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                 (201) 236-2631
           (Name, address, including zip code, and telephone number, 
                  including area code, of agent for service)
                                    -------
                                 With a Copy to:
                            Michael W. Zelenty, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-8125


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

------------------------ ---------------------- ---------------------- ----------------------- ----------------------
  Title of securities        Amount to be         Proposed maximum        Proposed maximum           Amount of
   to be registered         registered (1)         offering price        aggregate offering      registration fee
                                                      per share              price (2)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S>                         <C>                        <C>                  <C>                       <C>            
Common Stock, no par        273,443 shares             $37.19               $10,169,345               $3,000
value
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
--------------------------

(1) This  Registration  Statement  also covers  shares of common stock  issuable
pursuant to the anti-dilution provisions of the underlying stock options.

(2)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales price of the Common Stock on the Nasdaq  National Market on April 27, 1998
as reported in the Wall Street Journal.


<PAGE>


                                     PART I
             INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS

ITEM 1   Plan Information

         Not filed with this Registration Statement.

ITEM 2   Registrant Information and Employee Plan Annual Information Not filed
         with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 13  Documents Incorporated By Reference

      The following  documents  filed by HUBCO,  Inc. (the  "Company")  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

    1.   The  Company's  1997  Annual  Report  on Form  10-K for the year  ended
         December 31, 1997

    2.   Current  Reports  on Form 8-K filed with the  Commission  on August 21,
         1997,  September 9, 1997, October 23, 1997,  December 12, 1997, January
         14, 1998,  January 16, 1998,  February 13, 1998,  March 20, 1998, March
         31, 1998 and April 2, 1998.

    3.   The  description  of  the  Company's  common  stock  contained  in  the
         Registration  Statement  on Form 8-A filed by the  Company  pursuant to
         Section 12(g) of the Securities Exchange Act of 1934.

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

ITEM 4   Description of Securities

         Not applicable.

ITEM 5   Interests of Named Experts and Counsel

         Certain  legal  matters  relating to the  issuance of the shares of the
Company's  Common Stock offered hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch,  counsel  to the  Company.  Attorneys  in the law firm of  Pitney,
Hardin,  Kipp & Szuch  beneficially own 644 shares of the Company's Common Stock
as of April 22, 1998.

         The consolidated financial statements of the Company as of December 31,
1997 and 1996 and for each of the years in the three year period ended  December
31, 1997,  included in the Company's Annual Report on Form 10-K and incorporated
by reference  herein,  have been  audited by Arthur  Andersen  LLP,  independent
public  accountants,  as indicated in their report dated January 10. 1998,  with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports. ITEM 6 Indemnification
of Directors and Officers

         (a)  Limitation  of  Liability  of  Directors  and  Officers.   Section
         14A:2-7(3)  of the  New  Jersey  Business  Corporation  Act  permits  a
         corporation  to provide in its  Amended  and  Restated  Certificate  of
         Incorporation that a director or officer shall not be personally liable
         to the corporation or its  shareholders  for breach of any duty owed to
         the corporation or its shareholders,  except that such provisions shall
         not relieve a director or officer from liability for any breach of duty
         based upon an action or omission (a) in breach of such person's duty of
         loyalty to the corporation or its  shareholders,  (b) not in good faith
         or involving a knowing  violation of law or (c) resulting in receipt by
         such  person  of  any  improper  personal  benefit.  Article  X of  the
         Company's  Amended and Restated  Certificate of Incorporation  includes
         limitation  on the  liability of officers and  directors to the fullest
         extent permitted by New Jersey law.

         (b) Indemnification of Directors, Officers, Employees and Agents. Under
         Article VI of its Amended and Restated  Certificate  of  Incorporation,
         HUBCO must,  to the fullest  extent  permitted  by law,  indemnify  its
         directors,  officers,  employees and agents. Section 14A:3-5 of the New
         Jersey  Business  Corporation  Act  provides  that  a  corporation  may
         indemnify  its  directors,   officers,  employees  and  agents  against
         judgments,  fines, penalties,  amounts paid in settlement and expenses,
         including  attorneys'  fees,  resulting  from  various  types  of legal
         actions or  proceedings  if the actions of the party being  indemnified
         meet  the  standards  of  conduct  specified  therein.   Determinations
         concerning  whether or not the applicable  standard of conduct has been
         met  can be  made  by (a) a  disinterested  majority  of the  Board  of
         Directors, (b) independent legal counsel, or (c) an affirmative vote of
         a majority of shares held by the shareholders.  No  indemnification  is
         permitted to be made to or on behalf of a corporate director,  officer,
         employee or agent if a judgment or other final adjudication  adverse to
         such person  establishes  that his acts or omissions (a) were in breach
         of his duty of loyalty to the corporation or its shareholders, (b) were
         not in  good  faith  or  involved  a  knowing  violation  of law or (c)
         resulted in receipt by such person of an improper personal benefit.

         (c) Insurance The Company  maintains  insurance  policies  insuring the
         Company's directors and officers against liability for wrongful acts or
         omissions  arising out of their  positions as directors  and  officers,
         subject to certain limitations.

ITEM 7   Exemption from Registration Claimed

           Not applicable.

ITEM 8   Exhibits

    5    Opinion  of  Pitney,   Hardin,  Kipp  &  Szuch  regarding  legality  of
         securities.

    23.1 Consent of Arthur Andersen LLP.

    23.2 Consent of  Pitney,  Hardin,  Kipp & Szuch  (contained  in the  opinion
         included as Exhibit 5)

ITEM 9   Undertakings

  1. The undersigned registrant hereby undertakes:

        (a) 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 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;

        (b) That, for purposes of determining any liability under the Securities
        Act of 1933, each such post-effective  amendment shall be deemed to be a
        new registration  statement  relating to the securities offered therein,
        and the offering of such  securities  at that time shall be deemed to be
        the initial bona fide offering thereof.

        (c) To remove from  registration by means of a post-effective  amendment
        any of the  securities  being  registered  which  remain  unsold  at the
        termination of the offering.

    2.   The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining 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 Act of 1934) that is  incorporated  by
         reference in this  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.

    3.   Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the 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 Act
         and will be governed by the final adjudication of such issue.

<PAGE>
                                   SIGNATURES

     Pursuant to the  requirement  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 Township of Mahwah, State of New Jersey, on April 30, 1998

                                     HUBCO, INC.

                                         KENNETH T. NEILSON
                                     By: _____________________________________
                                         Kenneth T. Neilson, Chairman, President
                                         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 and on the dates indicated.

<TABLE>
<CAPTION>
    Signature                                                   Title                      Date
<S>                                                <C>                                <C>
KENNETH T. NEILSON
-----------------------------------                  Chairman, President, Chief       April 30, 1998
(Kenneth T. Neilson)                               Executive Officer and Director
                                                   (Principal Executive Officer)
ROBERT J. BURKE
-----------------------------------                           Director                April 30, 1998
(Robert J. Burke)

DONALD P. CALCAGNINI
-----------------------------------                          Director                 April 30, 1998
(Donald P. Calcagnini)

JOAN DAVID
-----------------------------------                           Director                April 30, 1998
(Joan David)


-----------------------------------                           Director                April 30, 1998
(Thomas R. Farley)


-----------------------------------                           Director                April 30, 1998
(Bryant Malcolm)

W. PETER MCBRIDE
-----------------------------------                           Director                April 30, 1998
(W. Peter McBride)

CHARLES F.X. POGGI
-----------------------------------                           Director                April 30, 1998
(Charles F.X. Poggi)

DAVID A. ROSOW
-----------------------------------                           Director                April 30, 1998
(David A. Rosow)

JAMES E. SCHIERLOH
-----------------------------------                           Director                April 30, 1998
(James E. Schierloh)

JOHN TATIGIAN
-----------------------------------                           Director                April 30, 1998
(John Tatigian)

SR. GRACE FRANCES STRAUBER
-----------------------------------                           Director                April 30, 1998
(Sister Grace Frances Strauber)

                    
-----------------------------------                           Director                April --, 1998
(Joseph Tockarshewsky)

                   
-----------------------------------                           Director                April --, 1998
(Noel deCordova, Jr.)

JOSEPH F. HURLEY
-----------------------------------                Executive Vice President and       April 30, 1998
(Joseph F. Hurley)                                     Chief Financial Offer

CHRIS WITKOWSKI
-----------------------------------             Senior Vice President and Controller  April 30, 1998
(Chris Witkowski)

</TABLE>

<PAGE>


                                INDEX TO EXHIBITS


Exhibit 5         Opinion Letter of Pitney, Hardin, Kipp & Szuch

Exhibit 23.1      Consent of Arthur Andersen LLP

Exhibit 23.2      Consent  of Pitney,  Hardin,  Kipp & Szuch  
                  (contained  in the opinion included as Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16670}]
{"company-data": {"conformed-name": "HUBCO INC", "cik": "0000703559", "assigned-sic": "6022", "irs-number": "222405746", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52193", "film-number": "98613793"}, "business-address": {"street1": "1000 MACARTHUR BLVD", "city": "MAHWAH", "state": "NJ", "zip": "07430", "phone": "2012362200"}, "mail-address": {"street1": "1000 MACARTHUR BLVD", "city": "MAHWAH", "state": "NJ", "zip": "07430"}}
As filed with the Securities and Exchange Commission on May 8, 1998

                              Registration No. 333-

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   HUBCO, INC.
             (Exact name of registrant as specified in its charter)

                  New Jersey                           22-2405746
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)                                   

                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
      (Address, including zip code of registrant's principal executive offices)

                       1985 STOCK OPTION PLAN, AS AMENDED
                        1993 DIRECTORS' STOCK OPTION PLAN
                      1993 STOCK INCENTIVE PLAN, AS AMENDED
                (FOR HUBCO EMPLOYEES WHO WERE FORMER EMPLOYEES OF
                          POUGHKEEPSIE FINANCIAL CORP.)
                            (Full title of the Plan)

                    Kenneth T. Neilson, Chairman of the Board
                                   HUBCO, Inc.
                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                 (201) 236-2631
           (Name, address, including zip code, and telephone number, 
                  including area code, of agent for service)
                                    -------
                                 With a Copy to:
                            Michael W. Zelenty, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-8125
CALCULATION OF REGISTRATION FEE

------------------------ ---------------------- ---------------------- ----------------------- ----------------------
  Title of securities        Amount to be         Proposed maximum        Proposed maximum           Amount of
   to be registered         registered (1)         offering price        aggregate offering      registration fee
                                                      per share              price (2)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, no par        273,443 shares             $37.19               $10,169,345               $3,000
value
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
--------------------------

(1) This  Registration  Statement  also covers  shares of common stock  issuable
pursuant to the anti-dilution provisions of the underlying stock options.

(2)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales price of the Common Stock on the Nasdaq  National Market on April 27, 1998
as reported in the Wall Street Journal.
PART I
             INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS

ITEM 1   Plan Information

         Not filed with this Registration Statement.

ITEM 2   Registrant Information and Employee Plan Annual Information Not filed
         with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 13  Documents Incorporated By Reference

      The following  documents  filed by HUBCO,  Inc. (the  "Company")  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

    1.   The  Company's  1997  Annual  Report  on Form  10-K for the year  ended
         December 31, 1997

    2.   Current  Reports  on Form 8-K filed with the  Commission  on August 21,
         1997,  September 9, 1997, October 23, 1997,  December 12, 1997, January
         14, 1998,  January 16, 1998,  February 13, 1998,  March 20, 1998, March
         31, 1998 and April 2, 1998.

    3.   The  description  of  the  Company's  common  stock  contained  in  the
         Registration  Statement  on Form 8-A filed by the  Company  pursuant to
         Section 12(g) of the Securities Exchange Act of 1934.

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

ITEM 4   Description of Securities

         Not applicable.

ITEM 5   Interests of Named Experts and Counsel

         Certain  legal  matters  relating to the  issuance of the shares of the
Company's  Common Stock offered hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch,  counsel  to the  Company.  Attorneys  in the law firm of  Pitney,
Hardin,  Kipp & Szuch  beneficially own 644 shares of the Company's Common Stock
as of April 22, 1998.

         The consolidated financial statements of the Company as of December 31,
1997 and 1996 and for each of the years in the three year period ended  December
31, 1997,  included in the Company's Annual Report on Form 10-K and incorporated
by reference  herein,  have been  audited by Arthur  Andersen  LLP,  independent
public  accountants,  as indicated in their report dated January 10. 1998,  with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports. ITEM 6 Indemnification
of Directors and Officers

         (a)  Limitation  of  Liability  of  Directors  and  Officers.   Section
         14A:2-7(3)  of the  New  Jersey  Business  Corporation  Act  permits  a
         corporation  to provide in its  Amended  and  Restated  Certificate  of
         Incorporation that a director or officer shall not be personally liable
         to the corporation or its  shareholders  for breach of any duty owed to
         the corporation or its shareholders,  except that such provisions shall
         not relieve a director or officer from liability for any breach of duty
         based upon an action or omission (a) in breach of such person's duty of
         loyalty to the corporation or its  shareholders,  (b) not in good faith
         or involving a knowing  violation of law or (c) resulting in receipt by
         such  person  of  any  improper  personal  benefit.  Article  X of  the
         Company's  Amended and Restated  Certificate of Incorporation  includes
         limitation  on the  liability of officers and  directors to the fullest
         extent permitted by New Jersey law.

         (b) Indemnification of Directors, Officers, Employees and Agents. Under
         Article VI of its Amended and Restated  Certificate  of  Incorporation,
         HUBCO must,  to the fullest  extent  permitted  by law,  indemnify  its
         directors,  officers,  employees and agents. Section 14A:3-5 of the New
         Jersey  Business  Corporation  Act  provides  that  a  corporation  may
         indemnify  its  directors,   officers,  employees  and  agents  against
         judgments,  fines, penalties,  amounts paid in settlement and expenses,
         including  attorneys'  fees,  resulting  from  various  types  of legal
         actions or  proceedings  if the actions of the party being  indemnified
         meet  the  standards  of  conduct  specified  therein.   Determinations
         concerning  whether or not the applicable  standard of conduct has been
         met  can be  made  by (a) a  disinterested  majority  of the  Board  of
         Directors, (b) independent legal counsel, or (c) an affirmative vote of
         a majority of shares held by the shareholders.  No  indemnification  is
         permitted to be made to or on behalf of a corporate director,  officer,
         employee or agent if a judgment or other final adjudication  adverse to
         such person  establishes  that his acts or omissions (a) were in breach
         of his duty of loyalty to the corporation or its shareholders, (b) were
         not in  good  faith  or  involved  a  knowing  violation  of law or (c)
         resulted in receipt by such person of an improper personal benefit.

         (c) Insurance The Company  maintains  insurance  policies  insuring the
         Company's directors and officers against liability for wrongful acts or
         omissions  arising out of their  positions as directors  and  officers,
         subject to certain limitations.

ITEM 7   Exemption from Registration Claimed

           Not applicable.

ITEM 8   Exhibits

    5    Opinion  of  Pitney,   Hardin,  Kipp  &  Szuch  regarding  legality  of
         securities.

    23.1 Consent of Arthur Andersen LLP.

    23.2 Consent of  Pitney,  Hardin,  Kipp & Szuch  (contained  in the  opinion
         included as Exhibit 5)

ITEM 9   Undertakings

  1. The undersigned registrant hereby undertakes:

        (a) 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 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;

        (b) That, for purposes of determining any liability under the Securities
        Act of 1933, each such post-effective  amendment shall be deemed to be a
        new registration  statement  relating to the securities offered therein,
        and the offering of such  securities  at that time shall be deemed to be
        the initial bona fide offering thereof.

        (c) To remove from  registration by means of a post-effective  amendment
        any of the  securities  being  registered  which  remain  unsold  at the
        termination of the offering.

    2.   The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining 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 Act of 1934) that is  incorporated  by
         reference in this  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.

    3.   Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the 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 Act
         and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirement  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 Township of Mahwah, State of New Jersey, on April 30, 1998

                                     HUBCO, INC.

                                         KENNETH T. NEILSON
                                     By: _____________________________________
                                         Kenneth T. Neilson, Chairman, President
                                         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 and on the dates indicated.
Signature                                                   Title                      Date
KENNETH T. NEILSON
-----------------------------------                  Chairman, President, Chief       April 30, 1998
(Kenneth T. Neilson)                               Executive Officer and Director
                                                   (Principal Executive Officer)
ROBERT J. BURKE
-----------------------------------                           Director                April 30, 1998
(Robert J. Burke)

DONALD P. CALCAGNINI
-----------------------------------                          Director                 April 30, 1998
(Donald P. Calcagnini)

JOAN DAVID
-----------------------------------                           Director                April 30, 1998
(Joan David)

-----------------------------------                           Director                April 30, 1998
(Thomas R. Farley)

-----------------------------------                           Director                April 30, 1998
(Bryant Malcolm)

W. PETER MCBRIDE
-----------------------------------                           Director                April 30, 1998
(W. Peter McBride)

CHARLES F.X. POGGI
-----------------------------------                           Director                April 30, 1998
(Charles F.X. Poggi)

DAVID A. ROSOW
-----------------------------------                           Director                April 30, 1998
(David A. Rosow)

JAMES E. SCHIERLOH
-----------------------------------                           Director                April 30, 1998
(James E. Schierloh)

JOHN TATIGIAN
-----------------------------------                           Director                April 30, 1998
(John Tatigian)

SR. GRACE FRANCES STRAUBER
-----------------------------------                           Director                April 30, 1998
(Sister Grace Frances Strauber)

                    
-----------------------------------                           Director                April --, 1998
(Joseph Tockarshewsky)

                   
-----------------------------------                           Director                April --, 1998
(Noel deCordova, Jr.)

JOSEPH F. HURLEY
-----------------------------------                Executive Vice President and       April 30, 1998
(Joseph F. Hurley)                                     Chief Financial Offer

CHRIS WITKOWSKI
-----------------------------------             Senior Vice President and Controller  April 30, 1998
(Chris Witkowski)
INDEX TO EXHIBITS

Exhibit 5         Opinion Letter of Pitney, Hardin, Kipp & Szuch

Exhibit 23.1      Consent of Arthur Andersen LLP

Exhibit 23.2      Consent  of Pitney,  Hardin,  Kipp & Szuch  
                  (contained  in the opinion included as Exhibit 5)