<PAGE>


              As filed with the Securities and Exchange Commission
                                on August 9,1996
                        Registration No. 33-_____________

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

                              ELECTRONIC ARTS INC.

                    Delaware                       94-2838567
          (State of Incorporation)      (I.R.S. employer identification no.)

                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                    (Address of principal executive offices)

                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                 RUTH A. KENNEDY
                  Vice President, General Counsel and Secretary
                              Electronic Arts Inc.
                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                                 (415) 571-7171
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
                     Proposed       Proposed
      Title of        Maximum        Maximum
     Securities       Amount        Offering       Aggregate    Amount of
        to be          to be        Price Per      Offering   Registration
     Registered     Registered        Share          Price         Fee
________________________________________________________________________________
    Common Stock    100,000 (1)    $29.50 (2)   $2,950,000 (2)   $1,017
  ($0.01 par value)
________________________________________________________________________________
The Index to Exhibits appears on sequentially numbered page 6.

     (1)  Shares available for issuance under the International Employee Stock
Purchase Plan.
     (2)  Calculated solely for the purposes of determining the amount of the
Registration Fee pursuant to Rule 457(h)(1) on the basis of the average of the
high and low trading prices of Registrant's common stock on August 5, 1996.




<PAGE>


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by Electronic Arts Inc. (the "REGISTRANT")
with the Securities and Exchange Commission (the "COMMISSION") are incorporated
herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for Registrant's fiscal
year ended March 31, 1996, which is Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"EXCHANGE ACT");

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

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

                                   ----------

ITEM 5.  EXPERTS.

     The consolidated balance sheet statement of the Registrant as of March 31,
1995 and 1996 and the consolidated financial statements and schedule of the
Registrant for each of the years in the three-year period ended March 31, 1996
incorporated by reference in this Registration Statement have been incorporated
herein in reliance upon the reports of KPMG Peat Marwick LLP, Independent
Auditors and upon the authority of said firm as experts in accounting and
auditing.

     The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Registrant by Ruth A. Kennedy, Vice President,
General Counsel and Secretary of the Registrant.

                                   ----------

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The provisions of Section 145 of the Delaware General Corporation Law and
Section 6 of the Registrant's Bylaws provide for indemnification for expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that any person
is or was a director, officer or employee of the Registrant.  This
indemnification may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the Securities
Act of 1933, as amended.  In addition, Article 7 of the Registrant's Certificate
of Incorporation provides that the Registrant's directors shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of 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) under Section 174 of the Delaware General
Corporation Law or (iv) for any transactions for which the director derived an
improper personal benefit.  Article 7 of the Registrant's Certificate of
Incorporation further provides that if any amendment to the Delaware General
Corporation Law further eliminates or limits the liability of a director of a
corporation incorporated in Delaware, the liability of the Registrant's
directors shall be eliminated to the fullest extent then-permissible under
Delaware law.  The Registrant has entered into indemnity agreements with each of
its current directors to give such directors additional contractual assurances
regarding the scope of indemnification and liability limitation set forth in the


                                        2
<PAGE>


Delaware General Corporation Law and the Registrant's Certificate of
Incorporation and Bylaws.  The Registrant maintains an insurance policy against
claims regarding errors or omissions of any of Registrant's directors or
executive officers while acting within the scope of their duties to the
Registrant.

                                   ----------

ITEM 8.  EXHIBITS

4.01   Registrant's International Employee Stock Purchase Plan (the "PLAN") and
       related document.
4.02   Registrant's Certificate of Incorporation (incorporated by reference to
       Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
       Commission on October 16, 1991 (the "Form 8-K")).
4.03   Registrant's Certificate of Amendment to Certificate of Incorporation
       (incorporated by reference to Exhibit 4.01 to Registrant's Registration
       Statement on Form S-8 filed with the Commission on December 1, 1992 (File
       No. 33-55212).
4.04   Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
       Form 8-K).
5.01   Opinion of General Counsel of Registrant regarding legality    of the
       securities being issued
23.01  Consent of General Counsel (included in Exhibit 5.01)
23.02  Consent of KPMG Peat Marwick LLP, Independent Auditors
24.01  Power of Attorney (see page 4).

                                   ----------

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 this 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 this Registration
Statement;

               (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information set forth in this Registration
Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

          (2)  That, for the purpose 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;

          (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 15(d) of the


                                        3
<PAGE>


Securities Exchange 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 herein, 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
Registrant pursuant to the provisions of Item 6 of this Registration Statement,
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 by 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 herein, 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.


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints E. Stanton McKee and David L.
Carbone and each of them, his or its true and lawful attorneys-in-fact and
agents with full power of substitution, for him or it and in his or its name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement of Form S-
8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                        4
<PAGE>


SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of San Mateo, State of California, on this 9th day of
August, 1996.

                                        ELECTRONIC ARTS INC.

                                   By:     Ruth A. Kennedy
                                       -----------------------------
                                               Ruth A. Kennedy, Esq.
                                   Vice President, General Counsel and Secretary

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

Name                               Title                              Date
- ----                               -----                              ----

CHIEF EXECUTIVE OFFICER:

Lawrence F. Probst III
- ----------------------
Lawrence F. Probst III             President, Chairman           August 9, 1996
                                   of the Board of Directors
                                   and Chief Executive Officer

PRINCIPAL FINANCIAL OFFICER:

   E. Stanton McKee
- -----------------------
E. Stanton McKee, Jr.              Sr. Vice President,           August 9, 1996
                                   Chief Financial and
                                   Administrative Officer

PRINCIPAL ACCOUNTING OFFICER:

David L. Carbone
- -----------------------
David L. Carbone                   Vice President,               August 9, 1996
                                   Assistant Secretary

DIRECTORS:

   M. Richard Asher                Director                      August 9, 1996
- -----------------------
M. Richard Asher

    William J. Byron               Director                      August 9, 1996
- -----------------------
William J. Byron

   Daniel H. Case III              Director                      August 9, 1996
- -----------------------
Daniel H. Case III

   Gary M. Kusin                   Director                      August 9, 1996
- -----------------------
Gary M. Kusin

   Timothy J. Mott                 Director                      August 9, 1996
- -----------------------
Timothy J. Mott


                                        5
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number              Description
- -------             -----------

4.01      Registrant's International Employee Stock Purchase Plan and related
          document

4.02      Registrant's Certificate of Incorporation (incorporated by
          reference to Exhibit 3.01 of Registrant's Current Report
         on Form 8-K filed with the Commission on October 16, 1991 (the "Form
          8-K")

4.03      Registrant's Certificate of Amendment to Certificate of
          Incorporation (incorporated by reference to Exhibit 4.01 to
          Registrant's Registration Statement on Form S-8 filed with the
          Commission on December 1, 1992 (File No. 33-55212)

4.04      Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
          Form 8-K)

5.01      Opinion of General Counsel regarding legality of the securities being
          issued

23.01     Consent of General Counsel (included in  Exhibit 5.01)

23.02     Consent of KPMG Peat Marwick LLP, Independent Auditors

24.01     Power of Attorney (see page 4)


                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16208}]
{"company-data": {"conformed-name": "ELECTRONIC ARTS INC", "cik": "0000712515", "assigned-sic": "7372", "irs-number": "942838567", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09893", "film-number": "96607363"}, "business-address": {"street1": "1450 FASHION ISLAND BLVD", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "4155717171"}, "former-company": {"former-conformed-name": "ELECTRONIC ARTS", "date-changed": "19911211"}}
As filed with the Securities and Exchange Commission
                                on August 9,1996
                        Registration No. 33-_____________

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

                              ELECTRONIC ARTS INC.

                    Delaware                       94-2838567
          (State of Incorporation)      (I.R.S. employer identification no.)

                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                    (Address of principal executive offices)

                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                 RUTH A. KENNEDY
                  Vice President, General Counsel and Secretary
                              Electronic Arts Inc.
                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                                 (415) 571-7171
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
                     Proposed       Proposed
      Title of        Maximum        Maximum
     Securities       Amount        Offering       Aggregate    Amount of
        to be          to be        Price Per      Offering   Registration
     Registered     Registered        Share          Price         Fee
________________________________________________________________________________
    Common Stock    100,000 (1)    $29.50 (2)   $2,950,000 (2)   $1,017
  ($0.01 par value)
________________________________________________________________________________
The Index to Exhibits appears on sequentially numbered page 6.

     (1)  Shares available for issuance under the International Employee Stock
Purchase Plan.
     (2)  Calculated solely for the purposes of determining the amount of the
Registration Fee pursuant to Rule 457(h)(1) on the basis of the average of the
high and low trading prices of Registrant's common stock on August 5, 1996.
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by Electronic Arts Inc. (the "REGISTRANT")
with the Securities and Exchange Commission (the "COMMISSION") are incorporated
herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for Registrant's fiscal
year ended March 31, 1996, which is Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"EXCHANGE ACT");

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

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

                                   ----------

ITEM 5.  EXPERTS.

     The consolidated balance sheet statement of the Registrant as of March 31,
1995 and 1996 and the consolidated financial statements and schedule of the
Registrant for each of the years in the three-year period ended March 31, 1996
incorporated by reference in this Registration Statement have been incorporated
herein in reliance upon the reports of KPMG Peat Marwick LLP, Independent
Auditors and upon the authority of said firm as experts in accounting and
auditing.

     The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Registrant by Ruth A. Kennedy, Vice President,
General Counsel and Secretary of the Registrant.

                                   ----------

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The provisions of Section 145 of the Delaware General Corporation Law and
Section 6 of the Registrant's Bylaws provide for indemnification for expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that any person
is or was a director, officer or employee of the Registrant.  This
indemnification may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the Securities
Act of 1933, as amended.  In addition, Article 7 of the Registrant's Certificate
of Incorporation provides that the Registrant's directors shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of 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) under Section 174 of the Delaware General
Corporation Law or (iv) for any transactions for which the director derived an
improper personal benefit.  Article 7 of the Registrant's Certificate of
Incorporation further provides that if any amendment to the Delaware General
Corporation Law further eliminates or limits the liability of a director of a
corporation incorporated in Delaware, the liability of the Registrant's
directors shall be eliminated to the fullest extent then-permissible under
Delaware law.  The Registrant has entered into indemnity agreements with each of
its current directors to give such directors additional contractual assurances
regarding the scope of indemnification and liability limitation set forth in the

                                        2
Delaware General Corporation Law and the Registrant's Certificate of
Incorporation and Bylaws.  The Registrant maintains an insurance policy against
claims regarding errors or omissions of any of Registrant's directors or
executive officers while acting within the scope of their duties to the
Registrant.

                                   ----------

ITEM 8.  EXHIBITS

4.01   Registrant's International Employee Stock Purchase Plan (the "PLAN") and
       related document.
4.02   Registrant's Certificate of Incorporation (incorporated by reference to
       Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
       Commission on October 16, 1991 (the "Form 8-K")).
4.03   Registrant's Certificate of Amendment to Certificate of Incorporation
       (incorporated by reference to Exhibit 4.01 to Registrant's Registration
       Statement on Form S-8 filed with the Commission on December 1, 1992 (File
       No. 33-55212).
4.04   Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
       Form 8-K).
5.01   Opinion of General Counsel of Registrant regarding legality    of the
       securities being issued
23.01  Consent of General Counsel (included in Exhibit 5.01)
23.02  Consent of KPMG Peat Marwick LLP, Independent Auditors
24.01  Power of Attorney (see page 4).

                                   ----------

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 this 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 this Registration
Statement;

               (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information set forth in this Registration
Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

          (2)  That, for the purpose 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;

          (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 15(d) of the

                                        3
Securities Exchange 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 herein, 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
Registrant pursuant to the provisions of Item 6 of this Registration Statement,
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 by 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 herein, 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.

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints E. Stanton McKee and David L.
Carbone and each of them, his or its true and lawful attorneys-in-fact and
agents with full power of substitution, for him or it and in his or its name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement of Form S-
8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                        4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of San Mateo, State of California, on this 9th day of
August, 1996.

                                        ELECTRONIC ARTS INC.

                                   By:     Ruth A. Kennedy
                                       -----------------------------
                                               Ruth A. Kennedy, Esq.
                                   Vice President, General Counsel and Secretary

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

Name                               Title                              Date
- ----                               -----                              ----

CHIEF EXECUTIVE OFFICER:

Lawrence F. Probst III
- ----------------------
Lawrence F. Probst III             President, Chairman           August 9, 1996
                                   of the Board of Directors
                                   and Chief Executive Officer

PRINCIPAL FINANCIAL OFFICER:

   E. Stanton McKee
- -----------------------
E. Stanton McKee, Jr.              Sr. Vice President,           August 9, 1996
                                   Chief Financial and
                                   Administrative Officer

PRINCIPAL ACCOUNTING OFFICER:

David L. Carbone
- -----------------------
David L. Carbone                   Vice President,               August 9, 1996
                                   Assistant Secretary

DIRECTORS:

   M. Richard Asher                Director                      August 9, 1996
- -----------------------
M. Richard Asher

    William J. Byron               Director                      August 9, 1996
- -----------------------
William J. Byron

   Daniel H. Case III              Director                      August 9, 1996
- -----------------------
Daniel H. Case III

   Gary M. Kusin                   Director                      August 9, 1996
- -----------------------
Gary M. Kusin

   Timothy J. Mott                 Director                      August 9, 1996
- -----------------------
Timothy J. Mott

                                        5
INDEX TO EXHIBITS

Exhibit
Number              Description
- -------             -----------

4.01      Registrant's International Employee Stock Purchase Plan and related
          document

4.02      Registrant's Certificate of Incorporation (incorporated by
          reference to Exhibit 3.01 of Registrant's Current Report
         on Form 8-K filed with the Commission on October 16, 1991 (the "Form
          8-K")

4.03      Registrant's Certificate of Amendment to Certificate of
          Incorporation (incorporated by reference to Exhibit 4.01 to
          Registrant's Registration Statement on Form S-8 filed with the
          Commission on December 1, 1992 (File No. 33-55212)

4.04      Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
          Form 8-K)

5.01      Opinion of General Counsel regarding legality of the securities being
          issued

23.01     Consent of General Counsel (included in  Exhibit 5.01)

23.02     Consent of KPMG Peat Marwick LLP, Independent Auditors

24.01     Power of Attorney (see page 4)

                                        6