<PAGE>

As filed with the Securities and Exchange Commission on February 13, 1997
                                                    Registration No. 333-_______

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                               N-T HOLDINGS, INC.
              (Exact name of registrant as specified in its charter)

                               -------------------

           DELAWARE                                    95-4591529
   (State of Incorporation)             (I.R.S. Employer Identification No.)

                               -------------------

                               N-T Holdings, Inc.
                                5995 Plaza Drive
                             Cypress, CA 90630-5028
                                 (714) 952-1121
          (Address and telephone number of principal executive offices)

                               -------------------

              1996 STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES
                  1996 NON-OFFICER DIRECTORS STOCK OPTION PLAN
                            (Full title of the plans)
                                  Alan R. Hoops
                      President and Chief Executive Officer
                               N-T Holdings, Inc.
                                5995 Plaza Drive
                             Cypress, CA 90630-5028
                                 (714) 952-1121
 (Name, address, including zip code, and telephone number, including area code,
of agent for service)

                               -------------------

                                   Copies to:

    Joseph S. Konowiecki, Esq.                    Michael R. Jacobson, Esq.
         Konowiecki & Rank                           Cooley Godward LLP
       633 West Fifth Street                        Five Palo Alto Square
            Suite 3500                               3000 El Camino Real
    Los Angeles, CA  90071-2007                   Palo Alto, CA  94306-2155
          (213) 229-0990                               (415) 843-5000
        Fax (213) 229-0992                           Fax (415) 857-0663

                               -------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                           AMOUNT TO BE      PROPOSED MAXIMUM               PROPOSED MAXIMUM        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED        REGISTERED   OFFERING PRICE PER SHARE (1)  AGGREGATE OFFERING PRICE (1) REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>                           <C>                          <C>
Stock Options and Class A Common Stock
(par value $0.01). . . . . . . . . . . .      310,000          $1.625-$19.75                $  2,289,013.00           $   693.57
Stock Options and Class B Common Stock
(par value $0.01). . . . . . . . . . . .    4,380,000          $1.625-$87.00                $174,700,822.21           $52,934.35
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee.  Pursuant to Rule 457(h)(1), the offering price is based,
     in part, upon the exercise prices for shares subject to options previously
     granted under (i)(A) the PacifiCare Health Systems, Inc. Stock Option Plan
     for Executives and Key Employees, as amended, Second Amended and Restated
     1989 Stock Option Plan for Officers and Key Employees, as amended, of
     PacifiCare Health Systems, Inc., 1989 Non-Officer Directors Stock Option
     Plan of PacifiCare Health Systems, Inc. and Second Amended 1992 Non-Officer
     Directors Stock Option Plan (303,334 shares of Class A Common Stock at
     prices ranging from $1.625 to $19.75 per share and 1,972,908 shares of
     Class B Common Stock at prices ranging from $1.625 to $87.00 per share),
     and (B) the FHP International Corporation Executive Incentive Plan and the
     FHP International Corporation/TakeCare, Inc. Stock Option Plan (957,752
     shares of Class B Common Stock at prices ranging from $2.6827146 to
     $86.13689 per share) and (ii) in part, upon the book value of such
     securities (6,666 shares of Class A Common Stock at a price of $6.00 per
     share and 1,449,340 shares of Class B Common Stock at a price of $6.00 per
     share) computed as of the latest practicable date prior to the date of
     filing of this Registration Statement.

Approximate date of commencement of proposed sale to the public:  As soon as
practicable after this Registration Statement becomes effective.

<PAGE>

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following document filed by N-T Holdings, Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission") 
is incorporated by reference into this Registration Statement:

     The Company's prospectus filed with the Commission on November 26, 1996
(the "Prospectus") pursuant to Rule 424(b) promulgated under the Securities 
Act of 1933, as amended (the "Securities Act").

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration statement
from the date of the filing of such reports and documents.


ITEM 4.  DESCRIPTION OF SECURITIES

     The section entitled "Description of PacifiCare Holding Capital Stock"
set forth in the Prospectus is incorporated by reference herein into this
Registration Statement in response to this item.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.  The Registrant's Bylaws provide that the Registrant will indemnify its
directors, officers, employees or agents in a manner consistent with the
provisions of the Delaware General Corporation Law.

     In addition, the Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to the Registrant and its
stockholders.  This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law.  In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law.  The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

     The Registrant maintains a policy providing directors' and officers'
liability insurance, which insures directors and officers of the Registrant in
certain circumstances.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.



                                       2.
<PAGE>


ITEM 8.  EXHIBITS

EXHIBIT
NUMBER

5.1       Opinion of Cooley Godward LLP.

23.1      Consent of Ernst & Young LLP Independent Auditors.

23.2      Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1      Power of Attorney is contained on the signature pages.


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 prospectus required by Section 10(a)(3) of
               the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement;
               notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.

               (iii)     To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (b)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

          (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and,


                                       3.
<PAGE>

where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.





                                       4.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Cypress, County of Orange, State of California, on
this 12th day of February, 1997.


                                   N-T HOLDINGS, INC.



                                   By  /s/ Alan R. Hoops
                                     --------------------------------------
                                        Alan R. Hoops
                                        President and
                                        Chief Executive Officer




                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan R. Hoops, Wayne R. Lowell and Joseph
S. Konowiecki, and each or any one of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities 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 connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

<PAGE>

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


       SIGNATURE                        TITLE                        DATE


  /s/ Alan R. Hoops        President, Chief Executive Officer  February 12, 1997
-------------------------  and Director
    Alan R. Hoops          (Principal Executive Officer)


 /s/ Wayne R. Lowell       Vice President, Chief Financial     February 12, 1997
-------------------------  Officer and Director
   Wayne R. Lowell         (Principal Financial Officer)


/s/ Joseph S. Konowiecki   Director                            February 12, 1997
-------------------------
Joseph S. Konowiecki


/s/ Mary C. Langsdorf      Principal Accounting Officer        February 12, 1997
-------------------------
  Mary C. Langsdorf

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                             DESCRIPTION

5.1            Opinion of Cooley Godward LLP.

23.1           Consent of Ernst & Young LLP Independent Auditors.

23.2           Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1           Power of Attorney. Reference is made to the signature pages.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17042}]
{"company-data": {"conformed-name": "N T HOLDINGS INC", "cik": "0001027974", "assigned-sic": "6324", "irs-number": "954591529", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21713", "film-number": "97528712"}, "business-address": {"street1": "5995 PLAZA DRIVE", "city": "CYPRESS", "state": "CA", "zip": "90630", "phone": "7149521121"}, "mail-address": {"street1": "5995 PLAZA DRIVE", "city": "CYPRESS", "state": "CA", "zip": "90630"}}
As filed with the Securities and Exchange Commission on February 13, 1997
                                                    Registration No. 333-_______

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                               N-T HOLDINGS, INC.
              (Exact name of registrant as specified in its charter)

                               -------------------

           DELAWARE                                    95-4591529
   (State of Incorporation)             (I.R.S. Employer Identification No.)

                               -------------------

                               N-T Holdings, Inc.
                                5995 Plaza Drive
                             Cypress, CA 90630-5028
                                 (714) 952-1121
          (Address and telephone number of principal executive offices)

                               -------------------

              1996 STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES
                  1996 NON-OFFICER DIRECTORS STOCK OPTION PLAN
                            (Full title of the plans)
                                  Alan R. Hoops
                      President and Chief Executive Officer
                               N-T Holdings, Inc.
                                5995 Plaza Drive
                             Cypress, CA 90630-5028
                                 (714) 952-1121
 (Name, address, including zip code, and telephone number, including area code,
of agent for service)

                               -------------------

                                   Copies to:

    Joseph S. Konowiecki, Esq.                    Michael R. Jacobson, Esq.
         Konowiecki & Rank                           Cooley Godward LLP
       633 West Fifth Street                        Five Palo Alto Square
            Suite 3500                               3000 El Camino Real
    Los Angeles, CA  90071-2007                   Palo Alto, CA  94306-2155
          (213) 229-0990                               (415) 843-5000
        Fax (213) 229-0992                           Fax (415) 857-0663

                               -------------------

                         CALCULATION OF REGISTRATION FEE
AMOUNT TO BE      PROPOSED MAXIMUM               PROPOSED MAXIMUM        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED        REGISTERED   OFFERING PRICE PER SHARE (1)  AGGREGATE OFFERING PRICE (1) REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
Stock Options and Class A Common Stock
(par value $0.01). . . . . . . . . . . .      310,000          $1.625-$19.75                $  2,289,013.00           $   693.57
Stock Options and Class B Common Stock
(par value $0.01). . . . . . . . . . . .    4,380,000          $1.625-$87.00                $174,700,822.21           $52,934.35
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee.  Pursuant to Rule 457(h)(1), the offering price is based,
     in part, upon the exercise prices for shares subject to options previously
     granted under (i)(A) the PacifiCare Health Systems, Inc. Stock Option Plan
     for Executives and Key Employees, as amended, Second Amended and Restated
     1989 Stock Option Plan for Officers and Key Employees, as amended, of
     PacifiCare Health Systems, Inc., 1989 Non-Officer Directors Stock Option
     Plan of PacifiCare Health Systems, Inc. and Second Amended 1992 Non-Officer
     Directors Stock Option Plan (303,334 shares of Class A Common Stock at
     prices ranging from $1.625 to $19.75 per share and 1,972,908 shares of
     Class B Common Stock at prices ranging from $1.625 to $87.00 per share),
     and (B) the FHP International Corporation Executive Incentive Plan and the
     FHP International Corporation/TakeCare, Inc. Stock Option Plan (957,752
     shares of Class B Common Stock at prices ranging from $2.6827146 to
     $86.13689 per share) and (ii) in part, upon the book value of such
     securities (6,666 shares of Class A Common Stock at a price of $6.00 per
     share and 1,449,340 shares of Class B Common Stock at a price of $6.00 per
     share) computed as of the latest practicable date prior to the date of
     filing of this Registration Statement.

Approximate date of commencement of proposed sale to the public:  As soon as
practicable after this Registration Statement becomes effective.
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following document filed by N-T Holdings, Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission") 
is incorporated by reference into this Registration Statement:

     The Company's prospectus filed with the Commission on November 26, 1996
(the "Prospectus") pursuant to Rule 424(b) promulgated under the Securities 
Act of 1933, as amended (the "Securities Act").

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration statement
from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     The section entitled "Description of PacifiCare Holding Capital Stock"
set forth in the Prospectus is incorporated by reference herein into this
Registration Statement in response to this item.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.  The Registrant's Bylaws provide that the Registrant will indemnify its
directors, officers, employees or agents in a manner consistent with the
provisions of the Delaware General Corporation Law.

     In addition, the Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to the Registrant and its
stockholders.  This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law.  In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law.  The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

     The Registrant maintains a policy providing directors' and officers'
liability insurance, which insures directors and officers of the Registrant in
certain circumstances.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                       2.
ITEM 8.  EXHIBITS

EXHIBIT
NUMBER

5.1       Opinion of Cooley Godward LLP.

23.1      Consent of Ernst & Young LLP Independent Auditors.

23.2      Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1      Power of Attorney is contained on the signature pages.

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 prospectus required by Section 10(a)(3) of
               the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement;
               notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.

               (iii)     To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (b)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

          (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and,

                                       3.
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.

                                       4.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Cypress, County of Orange, State of California, on
this 12th day of February, 1997.

                                   N-T HOLDINGS, INC.

                                   By  /s/ Alan R. Hoops
                                     --------------------------------------
                                        Alan R. Hoops
                                        President and
                                        Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan R. Hoops, Wayne R. Lowell and Joseph
S. Konowiecki, and each or any one of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities 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 connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

       SIGNATURE                        TITLE                        DATE

  /s/ Alan R. Hoops        President, Chief Executive Officer  February 12, 1997
-------------------------  and Director
    Alan R. Hoops          (Principal Executive Officer)

 /s/ Wayne R. Lowell       Vice President, Chief Financial     February 12, 1997
-------------------------  Officer and Director
   Wayne R. Lowell         (Principal Financial Officer)

/s/ Joseph S. Konowiecki   Director                            February 12, 1997
-------------------------
Joseph S. Konowiecki

/s/ Mary C. Langsdorf      Principal Accounting Officer        February 12, 1997
-------------------------
  Mary C. Langsdorf
EXHIBIT INDEX

EXHIBIT
NUMBER                             DESCRIPTION

5.1            Opinion of Cooley Godward LLP.

23.1           Consent of Ernst & Young LLP Independent Auditors.

23.2           Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1           Power of Attorney. Reference is made to the signature pages.