<PAGE>
 
     As filed with the Securities and Exchange Commission on July 9, 1996
                                                     Registration No. 333-______

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

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

<TABLE>
   <S>                                <C>
          Delaware                                04-3036959
   ----------------------                   ------------------------
   (State or other jurisdiction of    (I.R.S. Employer Identification No.)
    incorporation or organization) 
</TABLE>

            8 New England Executive Park West, Burlington, MA  01803
            --------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                  AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                  -------------------------------------------
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                  --------------------------------------------
                     AMENDED AND RESTATED 1996 STOCK PLAN
                     ------------------------------------
                            (Full title of the plan)

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

                                JOSEPH A. AMRAM
                     President and Chief Executive Officer
                                INDIVIDUAL, INC.
                       8 New England Executive Park West
                             Burlington, MA  01803
                                 (617) 273-6000
            (Name, address including zip code and telephone number,
                   including area code, of agent for service)

                           --------------------------
                                    Copy to:
                             WILLIAM B. ASHER, JR.
                        Testa, Hurwitz & Thibeault, LLP
                               High Street Tower
                                125 High Street
                               Boston, MA  02110
                                 (617) 248-7000

================================================================================
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE

================================================================================

<TABLE>
<CAPTION>
                                                    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
- -----------------------------------------------------------------------------------------------------
 
<S>                          <C>                    <C>           <C>                   <C>
Amended And Restated 1989 
 Stock Option Plan        
Common Stock,                 2,395,277 shares      $ 7.73 (1)    $18,515,491.21 (1)     $6,384.65
$.01 par value                  665,137 shares      $16.25 (2)    $10,808,476.25 (2)     $3,727.06
 
                           
1996 Non-Employee Director 
 Stock Option Plan         
Common Stock,              
$.01 par value                  500,000 shares      $16.25 (2)     $8,125,000.00 (2)     $2,801.72
 
Amended and Restated
1996 Stock Plan 
Common Stock,
$.01 par value                  360,180 shares       $2.50 (1)       $900,450.00 (1)       $310.50
 
 
Total:                        3,920,594 shares                                          $13,223.93
                                                                                        ----------
</TABLE>

================================================================================

(1)  Such shares are issuable upon the exercise of outstanding options with
     fixed exercise prices.  Pursuant to Rule 457(h), the aggregate offering
     price and the fee have been computed upon the basis of the price at which
     the options may be exercised.  The offering price per share set forth for
     such shares is the weighted average exercise price per share at which such
     options are exercisable.

(2)  The price of $16.25 per share, which is the average of the high and low
     prices reported on the Nasdaq National Market on July 3, 1996, is set forth
     solely for purposes of calculating the filing fee pursuant to Rule 457(c)
     and is used only for those shares without a fixed exercise price.

================================================================================
<PAGE>
 
     This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the 1996 Employee Stock Purchase Plan of the Registrant is
effective.  Pursuant to General Instruction E, the Registrant incorporates by
reference herein the information contained in the Registrant's Registration
Statement on Form S-8 (Registration No. 333-2806).
 


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

     (a)  Registrant's Prospectus dated March 15, 1996, as filed on March 15,
          1996 pursuant to Rule 424(b)(4) of the Securities Act, in Registration
          Statement No. 333-00792 on Form S-1, as amended (the "Form S-1"); and

     (b)  The section entitled "Description of Registrant's Securities to be
          Registered" contained in the Registrant's Registration Statement on
          Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act"), on February 8, 1996, and
          incorporating by reference the information contained in the Form S-1.

     (c)  Registrant's Quarterly Report or Form 10-Q, filed on May 13, 1996
          pursuant to the Exchange Act; and

     (d) Registrant's Form 8-K Current Report Pursuant to Section 13 or 15(d) of
         the Securities and Exchange Act of 1934, filed on June 11, 1996.

     All documents subsequently filed with the Commission 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 which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
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.
<PAGE>
 
Item 8.  Exhibits
         --------

     Exhibit No.   Description of Exhibit
     -----------   ----------------------

     Exhibit 4.1   Specimen certificate representing the Common Stock of the
                   Registrant (filed as Exhibit 4.1 to Registrant's Registration
                   Statement on Form S-1 (File No. 333-00792) and incorporated
                   herein by reference).

     Exhibit 4.2   Third Amended and Restated Certificate of Incorporation of
                   the Registrant (filed as Exhibit 3.3 to Registrant's
                   Registration Statement on Form S-1 (File No. 333-00792) and
                   incorporated herein by reference).

     Exhibit 4.3   Amended and Restated By-laws of the Registrant (filed as
                   Exhibit 3.5 to Registrant's Registration Statement on Form S-
                   1 (File No. 333-00792) and incorporated herein by reference).

     Exhibit 4.4   1996 Employee Stock Purchase Plan (filed as Exhibit 10.3 to
                   Registrant's Registration Statement on Form S-1 (File No. 
                   333-00792) and incorporated herein by reference).

     Exhibit 4.5   1996 Employee Stock Purchase Plan Enrollment/Authorization
                   Form (filed as Exhibit 4.5 to Registrant's Registration 
                   Statement on Form S-8 (File No. 333-2806) and incorporated 
                   herein by reference).

     Exhibit 4.6   Amended and Restated 1989 Stock Option Plan (filed as Exhibit
                   10.1 to Registrant's Registration Statement on Form S-1 
                   (File No. 333-00792) and incorporated herein by reference).

     Exhibit 4.7   Form of Incentive Stock Option Agreement under the Amended
                   and Restated 1989 Stock Option Plan (filed herewith).

     Exhibit 4.8   Form of Non-Qualified Stock Option Agreement under the
                   Amended and Restated 1989 Stock Option Plan (filed herewith).

     Exhibit 4.9   1996 Non-Employee Director Stock Option Plan (filed as
                   Exhibit 10.2 to Registrant's Registration Statement on Form
                   S-1 (File No. 333-00792) and incorporated herein by
                   reference).

     Exhibit 4.10  Form of Non-Qualified Stock Option Agreement under the 1996
                   Non-Employee Director Stock Option Plan (filed herewith).

     Exhibit 4.11  Amended and Restated 1996 Stock Plan (filed herewith).

     Exhibit 4.12  Form of Stock Option Agreement under the Amended and Restated
                   1996 Stock Plan (filed herewith).





<PAGE>
 
     Exhibit 5.1   Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

     Exhibit 23.1  Consent of Coopers & Lybrand L.L.P. (filed herewith).

     Exhibit 23.2  Consent of Testa, Hurwitz & Thibeault, LLP (included in
                   Exhibit 5.1).

     Exhibit 24.1  Power of Attorney (included as part of the signature page to
                   this Registration Statement).
<PAGE>
 
                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Individual, Inc., 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 Burlington, Commonwealth of Massachusetts, on
this 9th day of July, 1996.


                                       INDIVIDUAL, INC.



                                       By: /s/ Joseph A. Amram
                                           ----------------------
                                           Joseph A. Amram
                                           President and Chief Executive Officer



                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Joseph
A. Amram and Robert L. Lentz his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
<PAGE>
 
          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
 
         Signature                          Title                      Date
         ---------                          -----                      ----     
<S>                          <C>                                   <C>
/s/ Joseph A. Amram          President, Chief Executive            July 9, 1996
- ---------------------------  Officer and Director          
Joseph A. Amram              (Principal Executive Officer) 
                                                           
 
/s/ Robert L. Lentz          Vice President, Finance, Chief        July 9, 1996
- ---------------------------  Financial Officer and Treasurer
Robert L. Lentz              (Principal Financial and Accounting
                             Officer)
 
 
/s/ William A. Devereaux     Director                              July 9, 1996
- ---------------------------
William A. Devereaux

 
/s/ Manuel A. Fernandez      Director                              July 9, 1996
- ---------------------------  
Manuel A. Fernandez

 
                             Director                              
- ---------------------------
Frank A. Ingari
 

/s/ Melinda E. Keirnan       Director                              July 9, 1996
- ---------------------------  
Melinda E. Keirnan
 

/s/ Elon Kohlberg            Director                              July 9, 1996
- ---------------------------  
Elon Kohlberg
 

/s/ Marino R. Polestra       Director                              July 9, 1996
- ---------------------------  
Marino R. Polestra

 
/s/ Daniel Rosen             Director                              July 9, 1996
- ---------------------------  
Daniel Rosen
</TABLE>
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                   
Exhibit                             Description of Exhibit         
- -------                             ----------------------         
<S>                          <C>                                   
Exhibit 4.1                  Specimen certificate representing
                             the Common Stock of the Registrant
                             (filed as Exhibit 4.1 to
                             Registrant's Registration Statement
                             on Form S-1 (File No. 333-00792)
                             and incorporated herein by
                             reference).

Exhibit 4.2                  Third Amended and Restated
                             Certificate of Incorporation of the
                             Registrant (filed as Exhibit 3.3 to
                             Registrant's Registration Statement
                             on Form S-1 (File No. 333-00792)
                             and incorporated herein by
                             reference).

Exhibit 4.3                  Amended and Restated By-laws of the
                             Registrant (filed as Exhibit 3.5 to
                             Registrant's Registration Statement
                             on Form S-1 (File No. 333-00792)
                             and incorporated herein by
                             reference).

Exhibit 4.4                  1996 Employee Stock Purchase Plan
                             (filed as Exhibit 10.3 to
                             Registrant's Registration Statement
                             on Form S-1 (File No. 333-00792)
                             and incorporated herein by
                             reference).

Exhibit 4.5                  1996 Employee Stock Purchase Plan
                             Enrollment/Authorization Form
                             (filed as Exhibit 4.5 to
                             Registrant's Registration Statement
                             on Form S-8 (File No. 333-2806) and
                             incorporated herein by reference).

Exhibit 4.6                  Amended and Restated 1989 Stock
                             Option Plan (filed as Exhibit 10.1
                             to Registrant's Registration
                             Statement on Form S-1 (File No.
                             333-00792) and incorporated herein
                             by reference).

Exhibit 4.7                  Form of Incentive Stock Option
                             Agreement under the Amended and
                             Restated 1989 Stock Option Plan
                             (filed herewith).

Exhibit 4.8                  Form of Non-Qualified Stock Option
                             Agreement under the Amended and
                             Restated 1989 Stock Option Plan
                             (filed herewith).
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                          <C>                                   
Exhibit 4.9                  1996 Non-Employee Director Stock
                             Option Plan (filed as Exhibit 10.2
                             to Registrant's Registration
                             Statement on Form S-1 (File No.
                             333-00792) and incorporated herein
                             by reference).

Exhibit 4.10                 Form of Non-Qualified Stock Option
                             Agreement under the 1996
                             Non-Employee Director Stock Option
                             Plan (filed herewith).

Exhibit 4.11                 Amended and Restated 1996 Stock
                             Plan (filed herewith)

Exhibit 4.12                 Form of Stock Option Agreement
                             under the Amended and Restated 1996 
                             Stock Plan (filed herewith).

Exhibit 5.1                  Opinion of Testa, Hurwitz &
                             Thibeault, LLP (filed herewith).

Exhibit 23.1                 Consent of Coopers & Lybrand L.L.P.
                             (filed herewith).

Exhibit 23.2                 Consent of Testa, Hurwitz &
                             Thibeault, LLP (included in Exhibit
                             5.1).

Exhibit 24.1                 Power of Attorney (included as part
                             of the signature page to this
                             Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 18413}]
{"company-data": {"conformed-name": "INDIVIDUAL INC", "cik": "0001002536", "assigned-sic": "7374", "irs-number": "043036959", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07815", "film-number": "96592480"}, "business-address": {"street1": "8 NEW ENGLAND EXECUTIVE PARK WEST", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "6172736000"}, "mail-address": {"street1": "8 NEW ENGLAND EXECUTIVE PK", "city": "BURLINGTON", "state": "MA", "zip": "01803"}}
As filed with the Securities and Exchange Commission on July 9, 1996
                                                     Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

                                INDIVIDUAL, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                04-3036959
   ----------------------                   ------------------------
   (State or other jurisdiction of    (I.R.S. Employer Identification No.)
    incorporation or organization)
8 New England Executive Park West, Burlington, MA  01803
            --------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                  AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                  -------------------------------------------
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                  --------------------------------------------
                     AMENDED AND RESTATED 1996 STOCK PLAN
                     ------------------------------------
                            (Full title of the plan)

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

                                JOSEPH A. AMRAM
                     President and Chief Executive Officer
                                INDIVIDUAL, INC.
                       8 New England Executive Park West
                             Burlington, MA  01803
                                 (617) 273-6000
            (Name, address including zip code and telephone number,
                   including area code, of agent for service)

                           --------------------------
                                    Copy to:
                             WILLIAM B. ASHER, JR.
                        Testa, Hurwitz & Thibeault, LLP
                               High Street Tower
                                125 High Street
                               Boston, MA  02110
                                 (617) 248-7000

================================================================================
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
- -----------------------------------------------------------------------------------------------------
Amended And Restated 1989 
 Stock Option Plan        
Common Stock,                 2,395,277 shares      $ 7.73 (1)    $18,515,491.21 (1)     $6,384.65
$.01 par value                  665,137 shares      $16.25 (2)    $10,808,476.25 (2)     $3,727.06
 
                           
1996 Non-Employee Director 
 Stock Option Plan         
Common Stock,              
$.01 par value                  500,000 shares      $16.25 (2)     $8,125,000.00 (2)     $2,801.72
 
Amended and Restated
1996 Stock Plan 
Common Stock,
$.01 par value                  360,180 shares       $2.50 (1)       $900,450.00 (1)       $310.50
 
 
Total:                        3,920,594 shares                                          $13,223.93
                                                                                        ----------
================================================================================

(1)  Such shares are issuable upon the exercise of outstanding options with
     fixed exercise prices.  Pursuant to Rule 457(h), the aggregate offering
     price and the fee have been computed upon the basis of the price at which
     the options may be exercised.  The offering price per share set forth for
     such shares is the weighted average exercise price per share at which such
     options are exercisable.

(2)  The price of $16.25 per share, which is the average of the high and low
     prices reported on the Nasdaq National Market on July 3, 1996, is set forth
     solely for purposes of calculating the filing fee pursuant to Rule 457(c)
     and is used only for those shares without a fixed exercise price.

================================================================================
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the 1996 Employee Stock Purchase Plan of the Registrant is
effective.  Pursuant to General Instruction E, the Registrant incorporates by
reference herein the information contained in the Registrant's Registration
Statement on Form S-8 (Registration No. 333-2806).
 

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

     (a)  Registrant's Prospectus dated March 15, 1996, as filed on March 15,
          1996 pursuant to Rule 424(b)(4) of the Securities Act, in Registration
          Statement No. 333-00792 on Form S-1, as amended (the "Form S-1"); and

     (b)  The section entitled "Description of Registrant's Securities to be
          Registered" contained in the Registrant's Registration Statement on
          Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act"), on February 8, 1996, and
          incorporating by reference the information contained in the Form S-1.

     (c)  Registrant's Quarterly Report or Form 10-Q, filed on May 13, 1996
          pursuant to the Exchange Act; and

     (d) Registrant's Form 8-K Current Report Pursuant to Section 13 or 15(d) of
         the Securities and Exchange Act of 1934, filed on June 11, 1996.

     All documents subsequently filed with the Commission 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 which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
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 8.  Exhibits
         --------

     Exhibit No.   Description of Exhibit
     -----------   ----------------------

     Exhibit 4.1   Specimen certificate representing the Common Stock of the
                   Registrant (filed as Exhibit 4.1 to Registrant's Registration
                   Statement on Form S-1 (File No. 333-00792) and incorporated
                   herein by reference).

     Exhibit 4.2   Third Amended and Restated Certificate of Incorporation of
                   the Registrant (filed as Exhibit 3.3 to Registrant's
                   Registration Statement on Form S-1 (File No. 333-00792) and
                   incorporated herein by reference).

     Exhibit 4.3   Amended and Restated By-laws of the Registrant (filed as
                   Exhibit 3.5 to Registrant's Registration Statement on Form S-
                   1 (File No. 333-00792) and incorporated herein by reference).

     Exhibit 4.4   1996 Employee Stock Purchase Plan (filed as Exhibit 10.3 to
                   Registrant's Registration Statement on Form S-1 (File No. 
                   333-00792) and incorporated herein by reference).

     Exhibit 4.5   1996 Employee Stock Purchase Plan Enrollment/Authorization
                   Form (filed as Exhibit 4.5 to Registrant's Registration 
                   Statement on Form S-8 (File No. 333-2806) and incorporated 
                   herein by reference).

     Exhibit 4.6   Amended and Restated 1989 Stock Option Plan (filed as Exhibit
                   10.1 to Registrant's Registration Statement on Form S-1 
                   (File No. 333-00792) and incorporated herein by reference).

     Exhibit 4.7   Form of Incentive Stock Option Agreement under the Amended
                   and Restated 1989 Stock Option Plan (filed herewith).

     Exhibit 4.8   Form of Non-Qualified Stock Option Agreement under the
                   Amended and Restated 1989 Stock Option Plan (filed herewith).

     Exhibit 4.9   1996 Non-Employee Director Stock Option Plan (filed as
                   Exhibit 10.2 to Registrant's Registration Statement on Form
                   S-1 (File No. 333-00792) and incorporated herein by
                   reference).

     Exhibit 4.10  Form of Non-Qualified Stock Option Agreement under the 1996
                   Non-Employee Director Stock Option Plan (filed herewith).

     Exhibit 4.11  Amended and Restated 1996 Stock Plan (filed herewith).

     Exhibit 4.12  Form of Stock Option Agreement under the Amended and Restated
                   1996 Stock Plan (filed herewith).
Exhibit 5.1   Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

     Exhibit 23.1  Consent of Coopers & Lybrand L.L.P. (filed herewith).

     Exhibit 23.2  Consent of Testa, Hurwitz & Thibeault, LLP (included in
                   Exhibit 5.1).

     Exhibit 24.1  Power of Attorney (included as part of the signature page to
                   this Registration Statement).
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Individual, Inc., 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 Burlington, Commonwealth of Massachusetts, on
this 9th day of July, 1996.

                                       INDIVIDUAL, INC.

                                       By: /s/ Joseph A. Amram
                                           ----------------------
                                           Joseph A. Amram
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Joseph
A. Amram and Robert L. Lentz his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                          Title                      Date
         ---------                          -----                      ----
/s/ Joseph A. Amram          President, Chief Executive            July 9, 1996
- ---------------------------  Officer and Director          
Joseph A. Amram              (Principal Executive Officer) 
                                                           
 
/s/ Robert L. Lentz          Vice President, Finance, Chief        July 9, 1996
- ---------------------------  Financial Officer and Treasurer
Robert L. Lentz              (Principal Financial and Accounting
                             Officer)
 
 
/s/ William A. Devereaux     Director                              July 9, 1996
- ---------------------------
William A. Devereaux

 
/s/ Manuel A. Fernandez      Director                              July 9, 1996
- ---------------------------  
Manuel A. Fernandez

 
                             Director                              
- ---------------------------
Frank A. Ingari
 

/s/ Melinda E. Keirnan       Director                              July 9, 1996
- ---------------------------  
Melinda E. Keirnan
 

/s/ Elon Kohlberg            Director                              July 9, 1996
- ---------------------------  
Elon Kohlberg
 

/s/ Marino R. Polestra       Director                              July 9, 1996
- ---------------------------  
Marino R. Polestra

 
/s/ Daniel Rosen             Director                              July 9, 1996
- ---------------------------  
Daniel Rosen
INDEX TO EXHIBITS
Exhibit                             Description of Exhibit         
- -------                             ----------------------
Exhibit 4.1                  Specimen certificate representing
                             the Common Stock of the Registrant
                             (filed as Exhibit 4.1 to
                             Registrant's Registration Statement
                             on Form S-1 (File No. 333-00792)
                             and incorporated herein by
                             reference).

Exhibit 4.2                  Third Amended and Restated
                             Certificate of Incorporation of the
                             Registrant (filed as Exhibit 3.3 to
                             Registrant's Registration Statement
                             on Form S-1 (File No. 333-00792)
                             and incorporated herein by
                             reference).

Exhibit 4.3                  Amended and Restated By-laws of the
                             Registrant (filed as Exhibit 3.5 to
                             Registrant's Registration Statement
                             on Form S-1 (File No. 333-00792)
                             and incorporated herein by
                             reference).

Exhibit 4.4                  1996 Employee Stock Purchase Plan
                             (filed as Exhibit 10.3 to
                             Registrant's Registration Statement
                             on Form S-1 (File No. 333-00792)
                             and incorporated herein by
                             reference).

Exhibit 4.5                  1996 Employee Stock Purchase Plan
                             Enrollment/Authorization Form
                             (filed as Exhibit 4.5 to
                             Registrant's Registration Statement
                             on Form S-8 (File No. 333-2806) and
                             incorporated herein by reference).

Exhibit 4.6                  Amended and Restated 1989 Stock
                             Option Plan (filed as Exhibit 10.1
                             to Registrant's Registration
                             Statement on Form S-1 (File No.
                             333-00792) and incorporated herein
                             by reference).

Exhibit 4.7                  Form of Incentive Stock Option
                             Agreement under the Amended and
                             Restated 1989 Stock Option Plan
                             (filed herewith).

Exhibit 4.8                  Form of Non-Qualified Stock Option
                             Agreement under the Amended and
                             Restated 1989 Stock Option Plan
                             (filed herewith).
Exhibit 4.9                  1996 Non-Employee Director Stock
                             Option Plan (filed as Exhibit 10.2
                             to Registrant's Registration
                             Statement on Form S-1 (File No.
                             333-00792) and incorporated herein
                             by reference).

Exhibit 4.10                 Form of Non-Qualified Stock Option
                             Agreement under the 1996
                             Non-Employee Director Stock Option
                             Plan (filed herewith).

Exhibit 4.11                 Amended and Restated 1996 Stock
                             Plan (filed herewith)

Exhibit 4.12                 Form of Stock Option Agreement
                             under the Amended and Restated 1996 
                             Stock Plan (filed herewith).

Exhibit 5.1                  Opinion of Testa, Hurwitz &
                             Thibeault, LLP (filed herewith).

Exhibit 23.1                 Consent of Coopers & Lybrand L.L.P.
                             (filed herewith).

Exhibit 23.2                 Consent of Testa, Hurwitz &
                             Thibeault, LLP (included in Exhibit
                             5.1).

Exhibit 24.1                 Power of Attorney (included as part
                             of the signature page to this
                             Registration Statement).