FORM S-8

                              REGISTRATION STATEMENT UNDER 
                            THE SECURITIES ACT OF 1933





                            DEVELOPMENT BANCORP, LTD.
             (Exact name of registrant as specified in its charter)


Washington                                              93-1192971
(State or other jurisdiction of                      (I.R.S. Employer
                                                         Identifi-
 incorporation or organizatio                             cation
                                                         Number)


                 14 Quai du Seujet, Geneva, Switzerland CH-1201
               (Address of Principal Executive Offices) (Zip Code)

                             1993 Stock Option Plan
                         1994 Advisor Compensation Plan
                            (Full Title of the plans)
                      Dempsey K. Mork, Secretary/Treasurer
          74-900 Highway 111, Suite 121, Indian Wells, California 92210
                     (Name and address of agent for service)

                                                  (619) 836-3350
                           (Telephone number, including area code, of agent for 
                     service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE


    Proposed
   securities             Proposed                                           maximum
      to be             Amount to be          maximum offering         aggregate offering            Amount of
   registered             registered           price per unit                 price           registration fee

<S>                        <C>                      <C>                        <C>                   <C>                
Common Stock(1)            1,000,000                $4.50  (2)                 $4,500,000            $1,551.72
no par value


</TABLE>

(1)    Includes up to 400,000  shares  issuable  under the Advisor  Compensation
       Plan and 600,000 shares issuable under the Stock Option Plan and reoffers
       of such shares.

(2)    The  registration  fee is based upon the bid price of the Common Stock as
       of January 13, 1997 of $4.50.



<PAGE>



                                   PROSPECTUS


                            DEVELOPMENT BANCORP, LTD.


                     Up to 1,000,000 Shares of Common Stock
                  Receivable by Directors, Officers and Others
                    Under the 1994 Advisor Compensation Plan
                           and 1993 Stock Option Plan
                    and Reoffered by Means of this Prospectus

                   This Prospectus shall be supplemented from
                time to time as the identity of the officers and
          directors and shares to be reoffered by them, if any, becomes
known

       Selling  shareholders  will offer  their  shares on the over the  counter
market, or on NASDAQ or on any national  securities exchange if the common stock
is then  listed on NASDAQ or such  exchange.  Selling  shareholders,  if control
persons,  are  required  to sell  their  shares in  accordance  with the  volume
limitations of Rule 144 under the Securities Act of 1933,  which restricts sales
in any three month period to the greater of 1% of the total  outstanding  common
stock or the average weekly trading volume of the Company's  common stock during
the four calendar  weeks  immediately  preceding  such sale. It is expected that
persons effecting transactions will be paid the normal and customary commissions
for market transactions.

                              AVAILABLE INFORMATION

       Development Bancorp, Ltd. (the "Company") is subject to the informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, as well as
proxy statements and other information filed by the Company with the Commission,
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, and at
its Regional  Offices  located at 150  Causeway  Street,  Boston,  Massachusetts
02114, 1375 Peachtree Street N.E., Suite 788,  Atlanta,  Georgia 30367, 411 West
Seventh Street,  8th Floor,  Fort Worth,  Texas 76102,  410 Seventeenth  Street,
Suite 700, Denver, Colorado 80202, 600 Arch Street, Room 2204, Federal Building,
Philadelphia,  Pennsylvania  19106,  26 Federal Plaza,  Room 1028, New York, New
York 10278, 5757 Wilshire Boulevard, Los Angeles, California 90036-3648, Everett
McKinley Dirksen Building,  Northwestern Atrium Center, 500 West Madison Street,
Chicago,  Illinois 60661.  Copies of such material can be obtained at prescribed
rates from the Public  Reference  Section of the  Commission,  Washington,  D.C.
20549.


                                                         2

<PAGE>



                              SELLING STOCKHOLDERS

       Information  regarding the beneficial  ownership of common stock owned by
each other officer and director of the Company  selling common stock pursuant to
this Prospectus and all officers and directors of the Company as a group selling
common stock pursuant to this Prospectus will be updated in the event shares are
issued to such persons.

                     INFORMATION WITH RESPECT TO THE COMPANY

       This  Prospectus is  accompanied  by the Company's  Annual Report on Form
10-KSB for the year ended  December 31, 1995 and the  Quarterly  Reports on Form
10-QSB for the quarters  ended March 31, 1996,  June 30, 1996 and  September 30,
1996,  or the latest  Annual  Report on Form 10-KSB,  Quarterly  Reports on Form
10-QSB and Current Reports on Form 8-K filed  subsequent  thereto.  These Annual
and Quarterly Reports as well as all other reports filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 are
hereby incorporated by reference in this Prospectus and may be obtained, without
charge,  upon the oral or written  request of any person at 74-900  Highway 111,
Suite 121, Indian Wells, California 92210, telephone (619) 836-3350.

                                 INDEMNIFICATION

       The Company's Bylaws and the Washington Business  Corporation Act provide
for  indemnification  of directors  and officers  against  certain  liabilities.
Officers and directors of the Company are indemnified generally against expenses
actually and reasonably  incurred in connection with proceedings,  whether civil
or criminal,  provided that it is determined that they acted in good faith, were
not found guilty,  and, in any criminal matter,  had reasonable cause to believe
that their conduct was not unlawful.

       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.

<TABLE>
<CAPTION>

                                                                    Shares Beneficially Owned
                                                       Before Offering                    After Offering

<S>                                                         <C>                                <C>              
Riccardo Mortara(1)                                         129,415                            25,915
President and Director

Dempsey K. Mork(1)                                          158,415                            54,915
Security Treasurer and Director

Jehu Hand(1)                                                 10,000                           _______
</TABLE>

                                                         3

<PAGE>





(1)      The address of this person is C/O the Company.

                                                         4

<PAGE>



                                     PART II


Item 3.         Incorporation of Documents by Reference.

           The Registrant  incorporates the following  documents by reference in
the registration statement:

           (a)
           The Company's Annual Report on Form 10-KSB,  filed for the year ended
           December  31,  1995,  its  Quarterly  Reports on Form  10-QSB for the
           quarters ended March 31, 1996, June 30, 1996, September 30, 1996; and

           (b)
           A description  of securities is  incorporated  by reference  from the
           Registrant's Registration Statement on Form 10, File No. 0-22934.

           All other documents filed in the future by Registrant  after the date
of this Registration Statement,  under 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  to this  Registration  Statement  which  deregisters  the  securities
covered  hereunder  which remain unsold,  shall be deemed to be  incorporated by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.

Item 5.         Interests of Named Experts and Counsel

           Jehu Hand,  the principal of Hand & Hand, who has rendered an opinion
on the securities  registered hereby, may receive shares under this registration
statement.

Item 6.         Indemnification of Officers and Directors

           The Company's  Bylaws and the  Washington  Business  Corporation  Act
provide  for   indemnification   of  directors  and  officers   against  certain
liabilities.  Officers and  directors of the Company are  indemnified  generally
against   expenses   actually  and  reasonably   incurred  in  connection   with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith,  were not found guilty,  and, in any criminal  matter,  had
reasonable cause to believe that their conduct was not unlawful.

Item 7.         Exemption from Registration Claimed

           All sales are  expected  to be either  registered  or exempt from the
registration  requirements of the Securities Act of 1933, as amended,  by virtue
of Section 4(2) thereof covering  transactions not involving any public offering
or not involving any "offer" or "sale."


                                      II-1

<PAGE>



Item 8.         Exhibits

       3.       Certificate of Incorporation and Bylaws

                3.1      Articles of Incorporation(1)
                3.2      Bylaws(1)
                3.3      Amendment to Articles of Incorporation changing
                         name to Development Bancorp, Ltd.(1)
                3.4      Amendment to Articles of Incorporation authorizing
                         Series A Preferred Stock.(1)

       5.       Opinion of Hand & Hand as to legality of securities being
                registered(2)

       21.      Subsidiaries.  The Company's subsidiary, Societe
                Financiere de Distribution, Geneva, SA is incorporated in
                Switzerland.

       23.      Consents of Experts and Counsel

                23.1     Consent of Accountants(2)
                23.2     Consent of Hand & Hand included in Exhibit 5 hereto

(1)    Incorporated by reference to the Company's registration
       statement on Form SB-10, file no. 0-22934.
(2)    Filed herewith.

                                      II-2

<PAGE>



Item 9.         Undertakings

           (a)      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;

                            (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, including (but not limited to) any addition or election of
           a managing underwriter.

                    (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
                            offered  at that  time  shall  be  deemed  to be the
                            initial bona fide offering thereof.

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

           (b)      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 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.


                                      II-3

<PAGE>



                            (i)     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 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
                                    that 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.

                                      II-4

<PAGE>



                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereunto duly authorized in the City of Palm Springs, California,
on January 6, 1997.


                                                    DEVELOPMENT BANCORP, LTD.



                                                    By:/s/ Riccardo Mortara
                                                          Riccardo Mortara
                                                          President

       Pursuant to the requirements of the Securities Act of 1933,
the registration statement has been signed below by the following


<PAGE>
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FORM S-8

                              REGISTRATION STATEMENT UNDER 
                            THE SECURITIES ACT OF 1933

                            DEVELOPMENT BANCORP, LTD.
             (Exact name of registrant as specified in its charter)

Washington                                              93-1192971
(State or other jurisdiction of                      (I.R.S. Employer
                                                         Identifi-
 incorporation or organizatio                             cation
                                                         Number)

                 14 Quai du Seujet, Geneva, Switzerland CH-1201
               (Address of Principal Executive Offices) (Zip Code)

                             1993 Stock Option Plan
                         1994 Advisor Compensation Plan
                            (Full Title of the plans)
                      Dempsey K. Mork, Secretary/Treasurer
          74-900 Highway 111, Suite 121, Indian Wells, California 92210
                     (Name and address of agent for service)

                                                  (619) 836-3350
                           (Telephone number, including area code, of agent for 
                     service)
CALCULATION OF REGISTRATION FEE

    Proposed
   securities             Proposed                                           maximum
      to be             Amount to be          maximum offering         aggregate offering            Amount of
   registered             registered           price per unit                 price           registration fee
Common Stock(1)            1,000,000                $4.50  (2)                 $4,500,000            $1,551.72
no par value
(1)    Includes up to 400,000  shares  issuable  under the Advisor  Compensation
       Plan and 600,000 shares issuable under the Stock Option Plan and reoffers
       of such shares.

(2)    The  registration  fee is based upon the bid price of the Common Stock as
       of January 13, 1997 of $4.50.
PROSPECTUS

                            DEVELOPMENT BANCORP, LTD.

                     Up to 1,000,000 Shares of Common Stock
                  Receivable by Directors, Officers and Others
                    Under the 1994 Advisor Compensation Plan
                           and 1993 Stock Option Plan
                    and Reoffered by Means of this Prospectus

                   This Prospectus shall be supplemented from
                time to time as the identity of the officers and
          directors and shares to be reoffered by them, if any, becomes
known

       Selling  shareholders  will offer  their  shares on the over the  counter
market, or on NASDAQ or on any national  securities exchange if the common stock
is then  listed on NASDAQ or such  exchange.  Selling  shareholders,  if control
persons,  are  required  to sell  their  shares in  accordance  with the  volume
limitations of Rule 144 under the Securities Act of 1933,  which restricts sales
in any three month period to the greater of 1% of the total  outstanding  common
stock or the average weekly trading volume of the Company's  common stock during
the four calendar  weeks  immediately  preceding  such sale. It is expected that
persons effecting transactions will be paid the normal and customary commissions
for market transactions.

                              AVAILABLE INFORMATION

       Development Bancorp, Ltd. (the "Company") is subject to the informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, as well as
proxy statements and other information filed by the Company with the Commission,
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, and at
its Regional  Offices  located at 150  Causeway  Street,  Boston,  Massachusetts
02114, 1375 Peachtree Street N.E., Suite 788,  Atlanta,  Georgia 30367, 411 West
Seventh Street,  8th Floor,  Fort Worth,  Texas 76102,  410 Seventeenth  Street,
Suite 700, Denver, Colorado 80202, 600 Arch Street, Room 2204, Federal Building,
Philadelphia,  Pennsylvania  19106,  26 Federal Plaza,  Room 1028, New York, New
York 10278, 5757 Wilshire Boulevard, Los Angeles, California 90036-3648, Everett
McKinley Dirksen Building,  Northwestern Atrium Center, 500 West Madison Street,
Chicago,  Illinois 60661.  Copies of such material can be obtained at prescribed
rates from the Public  Reference  Section of the  Commission,  Washington,  D.C.
20549.

                                                         2
SELLING STOCKHOLDERS

       Information  regarding the beneficial  ownership of common stock owned by
each other officer and director of the Company  selling common stock pursuant to
this Prospectus and all officers and directors of the Company as a group selling
common stock pursuant to this Prospectus will be updated in the event shares are
issued to such persons.

                     INFORMATION WITH RESPECT TO THE COMPANY

       This  Prospectus is  accompanied  by the Company's  Annual Report on Form
10-KSB for the year ended  December 31, 1995 and the  Quarterly  Reports on Form
10-QSB for the quarters  ended March 31, 1996,  June 30, 1996 and  September 30,
1996,  or the latest  Annual  Report on Form 10-KSB,  Quarterly  Reports on Form
10-QSB and Current Reports on Form 8-K filed  subsequent  thereto.  These Annual
and Quarterly Reports as well as all other reports filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 are
hereby incorporated by reference in this Prospectus and may be obtained, without
charge,  upon the oral or written  request of any person at 74-900  Highway 111,
Suite 121, Indian Wells, California 92210, telephone (619) 836-3350.

                                 INDEMNIFICATION

       The Company's Bylaws and the Washington Business  Corporation Act provide
for  indemnification  of directors  and officers  against  certain  liabilities.
Officers and directors of the Company are indemnified generally against expenses
actually and reasonably  incurred in connection with proceedings,  whether civil
or criminal,  provided that it is determined that they acted in good faith, were
not found guilty,  and, in any criminal matter,  had reasonable cause to believe
that their conduct was not unlawful.

       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.
Shares Beneficially Owned
                                                       Before Offering                    After Offering
Riccardo Mortara(1)                                         129,415                            25,915
President and Director

Dempsey K. Mork(1)                                          158,415                            54,915
Security Treasurer and Director

Jehu Hand(1)                                                 10,000                           _______
3
(1)      The address of this person is C/O the Company.

                                                         4
PART II

Item 3.         Incorporation of Documents by Reference.

           The Registrant  incorporates the following  documents by reference in
the registration statement:

           (a)
           The Company's Annual Report on Form 10-KSB,  filed for the year ended
           December  31,  1995,  its  Quarterly  Reports on Form  10-QSB for the
           quarters ended March 31, 1996, June 30, 1996, September 30, 1996; and

           (b)
           A description  of securities is  incorporated  by reference  from the
           Registrant's Registration Statement on Form 10, File No. 0-22934.

           All other documents filed in the future by Registrant  after the date
of this Registration Statement,  under 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  to this  Registration  Statement  which  deregisters  the  securities
covered  hereunder  which remain unsold,  shall be deemed to be  incorporated by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.

Item 5.         Interests of Named Experts and Counsel

           Jehu Hand,  the principal of Hand & Hand, who has rendered an opinion
on the securities  registered hereby, may receive shares under this registration
statement.

Item 6.         Indemnification of Officers and Directors

           The Company's  Bylaws and the  Washington  Business  Corporation  Act
provide  for   indemnification   of  directors  and  officers   against  certain
liabilities.  Officers and  directors of the Company are  indemnified  generally
against   expenses   actually  and  reasonably   incurred  in  connection   with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith,  were not found guilty,  and, in any criminal  matter,  had
reasonable cause to believe that their conduct was not unlawful.

Item 7.         Exemption from Registration Claimed

           All sales are  expected  to be either  registered  or exempt from the
registration  requirements of the Securities Act of 1933, as amended,  by virtue
of Section 4(2) thereof covering  transactions not involving any public offering
or not involving any "offer" or "sale."

                                      II-1
Item 8.         Exhibits

       3.       Certificate of Incorporation and Bylaws

                3.1      Articles of Incorporation(1)
                3.2      Bylaws(1)
                3.3      Amendment to Articles of Incorporation changing
                         name to Development Bancorp, Ltd.(1)
                3.4      Amendment to Articles of Incorporation authorizing
                         Series A Preferred Stock.(1)

       5.       Opinion of Hand & Hand as to legality of securities being
                registered(2)

       21.      Subsidiaries.  The Company's subsidiary, Societe
                Financiere de Distribution, Geneva, SA is incorporated in
                Switzerland.

       23.      Consents of Experts and Counsel

                23.1     Consent of Accountants(2)
                23.2     Consent of Hand & Hand included in Exhibit 5 hereto

(1)    Incorporated by reference to the Company's registration
       statement on Form SB-10, file no. 0-22934.
(2)    Filed herewith.

                                      II-2
Item 9.         Undertakings

           (a)      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;

                            (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, including (but not limited to) any addition or election of
           a managing underwriter.

                    (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
                            offered  at that  time  shall  be  deemed  to be the
                            initial bona fide offering thereof.

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

           (b)      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 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.

                                      II-3
(i)     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 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
                                    that 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.

                                      II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereunto duly authorized in the City of Palm Springs, California,
on January 6, 1997.

                                                    DEVELOPMENT BANCORP, LTD.

                                                    By:/s/ Riccardo Mortara
                                                          Riccardo Mortara
                                                          President

       Pursuant to the requirements of the Securities Act of 1933,
the registration statement has been signed below by the following