As filed with the Securities and Exchange Commission on July 30, 1996,
                                       Registration No. 333-________

                SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

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

                 NATURAL MICROSYSTEMS CORPORATION
          (Exact name of registrant as specified in its charter)


       Delaware                                 04-2814586
    (State or other                          (I.R.S. Employer
     jurisdiction of                        Identification No.)
     incorporation or
      organization)
                          8 Erie Drive
                 Natick, Massachusetts 01760-1339
                          (508) 650-1300
  (Address, including zip code, and telephone number, including area code,
                of registrant's principal executive offices)

                      1993 Stock Option Plan
                1993 Employee Stock Purchase Plan
               1995 Non-Statutory Stock Option Plan
                        (Full title of plans)
                           ___________

                       Robert P. Schechter
              President and Chief Executive Officer
                 Natural MicroSystems Corporation
                           8 Erie Drive
                Natick, Massachusetts  01760-1339
             (Name and address of agent for service)

                 CALCULATION OF REGISTRATION FEE
                                                 
Title of                       Proposed         Proposed     
securities                     maximum          maximum      Amount of
to be         Amount to be     offering price   offering     registration
registered    registered (1)   per share(2)     price (2)    fee 

Common Stock,   790,000
$.01 par value  Shares         $27.75          $21,922,500   $7,559.49

(1) Plus such additional number  of shares as may be required  pursuant to the
Plan in the event of a stock dividend, split-up of shares, recapitalization or
other similar change in the Common Stock.

(2) Estimated solely for the  purpose of calculating the registration fee,  in
accordance with Rule 457(h)(1),  on the basis of  the average of the  high and
low prices of the  Common Stock as reported on  the Nasdaq National Market  on
July 24, 1996.

                         EXPLANATORY NOTE

     This Registration Statement has  been prepared in accordance
with the  requirements of Form S-8,  as amended.  The  purpose of
this  Registration Statement  is  to register  790,000 shares  of
Common Stock, $.01 par value, of Natural MicroSystems Corporation
(the  "Company"); 200,000 of which  shares have been reserved for
issuance  under the  Company's  1995  Non-Statutory Stock  Option
Plan,  540,000 of which  shares have  been reserved  for issuance
under  the Company's 1993 Stock  Option Plan and  50,000 of which
shares have been reserved  for issuance under the Company's  1993
Employee Stock Purchase Plan.   190,000 shares issuable under the
1993  Stock  Option Plan  and  50,000 shares  issuable  under the
Employee Stock  Purchase  Plan have  previously  been  registered
pursuant to Registration Statement No. 33-76324.













































                            PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents are hereby incorporated by reference
in this Registration Statement:

          (a)  The  Company's  Form  10-K   for  the  year  ended
     December  31, 1995  filed with  the Securities  and Exchange
     Commission (the "Commission") under the  Securities Exchange
     Act of 1934, as amended (the "Exchange Act"); and

          (b)  The  Company's Form  10-Q  for  the quarter  ended
     March  31,  1996  filed  with the  Securities  and  Exchange
     Commission (the "Commission") under the Exchange Act; and

          (c)  The  description of  the  Company's  Common  Stock
     incorporated  by  reference  in the  Company's  registration
     statement  on Form 8-A (SEC File No. 0-23282) filed with the
     Commission  on  January  25,   1994  from  the  registration
     statement on Form S-1 (SEC File No. 33-72596) filed with the
     Commission on December 6, 1993.

In addition, all documents filed by the Company after the initial
filing date  of this registration statement  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, and  prior to the
filing  of a  post-effective amendment  which indicates  that all
shares registered hereunder have  been sold or which de-registers
all  shares  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 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     The legality  of the shares  of Common Stock  offered hereby
has been passed  upon for the Company by Choate,  Hall & Stewart,
(a  partnership  including professional  corporations),  53 State
Street, Exchange Place, Boston,  Massachusetts 02109.  Richard N.
Hoehn, a partner of the firm, is Secretary of the Company.






                               II-1








Item 6.   Indemnification of Officers and Directors 

     Section 145 of the  General Corporation Law of the  State of
Delaware provides  that a  corporation may indemnify  a director,
officer, employee or agent against expenses (including attorneys'
fees), judgments, fines  and for  amounts paid  in settlement  in
respect  of or  in  successful defense  of  any action,  suit  or
proceeding  if  he  acted  in  good  faith  and  in  a manner  he
reasonably believed to be in or not opposed to the best interests
of the corporation, and,  with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe  his conduct was
unlawful.

     Article Tenth of  the Company's Fourth Restated  Certificate
of Incorporation provides that  no director of the  Company shall
be  personally liable  to  the Company  or  its stockholders  for
monetary  damages for  breach of  fiduciary  duty as  a director,
except for liability (i) for any breach of the director's duty of
loyalty, (ii) for  acts or omissions  not in good faith  or which
involve  intentional misconduct  or a  knowing violation  of law,
(iii) under  Section 174 of the Delaware  General Corporation Law
or  (iv) for any transaction  from which the  director derived an
improper personal benefit.  Article Tenth further provides that a
director's personal  liability shall be eliminated  or limited in
the future to  the fullest extent permitted from  time to time by
the Delaware General Corporation Law.

     Article   Eleventh   of   the  Company's   Fourth   Restated
Certificate of Incorporation provides  that the Company shall, to
the fullest extent permitted from time to time under the Delaware
General  Corporation Law,  indemnify  each of  its directors  and
officers  against  all  expenses  (including   attorneys'  fees),
judgments, fines and amounts paid in settlement in respect of any
action,  suit or proceeding in which such director or officer may
be  involved or with which he  may be threatened, while in office
or thereafter, by reason  of his or  her actions or omissions  in
connection with services to  the Company, such indemnification to
include  prompt  payment  of  expenses in  advance  of  the final
disposition of any such action, suit or proceeding.


Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits 

     5.1  Opinion of Choate, Hall & Stewart as to the legality of
          the shares being registered.

     10.1 The Company's 1993 Stock  Option Plan  (As  Amended and
          Restated Effective March 8, 1996).



                               II-2


     
     
     10.2 Registrant's  1993 Employee  Stock  Purchase  Plan  (As
          Amended and Restated Effective March 8, 1996). 

     10.3 Registrant's 1995 Non-Statutory Stock Option Plan.
          (As Amended and Restated Effective March 8, 1996). 

     23.1 Consent of KPMG Peat Marwick LLP.

     23.2 Consent of Choate, Hall & Stewart (included in 
          Exhibit 5.1). 

     25.1 Power of Attorney (included in page II-5).

Item 9.   Undertakings

     (a)  The Company hereby undertakes:

          (1)  To  file, during  any  period in  which offers  or
sales  are  being  made,   a  post-effective  amendment  to  this
registration statement 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;

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

          (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 Company  hereby  undertakes that,  for purposes  of
determining any  liability under the Securities  Act, each filing
of  the  Company's annual  report  pursuant to  Section  13(a) or
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
therein, and the offering  of such securities at that  time shall
be deemed to be the initial bona fide offering thereof.

     (h)  Insofar  as  indemnification  for  liabilities  arising
under the Securities Act may be permitted  to directors, officers
and controlling persons of the Company pursuant to the  foregoing
provisions, or  otherwise, the Company  has been advised  that in
the  opinion of  the 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 Company  of  expenses incurred  or  paid by  a  director,

                               II-3


              


officer or controlling  person of the  Company 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  Company will,  unless in  the
opinion of  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. 

                            SIGNATURES

     Pursuant to the requirements of the  Securities Act of 1933,
the  Company certifies that it has  reasonable grounds to believe
that it meets all of  the requirements for filing a Form  S-8 and
has duly caused this  Registration Statement to be signed  on its
behalf by the undersigned, thereunto duly authorized, in the Town
of Natick, Commonwealth of Massachusetts on  July 23, 1996.


                              Natural MicroSystems Corporation
                              (Issuer and Employer)

                              By: /s/ Robert P. Schechter
                                  Robert P. Schechter, President
                                  and Chief Executive Officer



























                               II-4





                                  
                        POWER OF ATTORNEY

     KNOW ALL MEN  BY THESE PRESENTS, that each  individual whose
signature  appears  below  constitutes  and  appoints  Robert  P.
Schechter,  John F.  Kennedy and  Richard N.  Hoehn, jointly  and
severally, his true and lawful attorneys-in-fact and agents  with
full  powers of substitution, 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
all documents in  connection therewith, with  the Securities  and
Exchange Commission,  granting  unto said  attorneys-in-fact  and
agents,  and each  of them, full  power and  authority to  do and
perform each and every  act and thing requisite and  necessary to
be  in  and about  the  premises,  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 substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.

     Pursuant  to the requirements of the Securities Act of 1933,
this registration statement  has been signed  below on the  dates
indicated by the following persons in the capacities indicated.

Name                         Capacity                        Date


/s/ Robert P. Schechter      President, Chief Executive      7/23/96
Robert P. Schechter          Officer and Director
                             (Principal Executive Officer)

/s/ John F. Kennedy          Chief Financial Officer         7/23/96
John F. Kennedy              (Principal Financial Officer)
                        

/s/ David C. Flynn           Controller                      7/23/96
David C. Flynn               (Principal Accounting Officer)

/s/ Charles T. Foskett       Director                        7/23/96
Charles T. Foskett

/s/ David F. Millet          Director                        7/23/96
David F. Millet

/s/ Ronald W. White          Director                        7/23/96
Ronald W. White

/s/ Zenas W. Hutcheson, III  Director                        7/23/96
Zenas W. Hutcheson, III

/s/ C. William McDaniel      Director                        7/23/96
C. William McDaniel

                                   

                                   
                               II-5



                        INDEX TO EXHIBITS 

Exhibit Number                                         

     5.1     Opinion of Choate, Hall & Stewart as to the legality
             of the shares being registered.

     10.1    The Company's 1993 Stock Option Plan  (As Amended
             and Restated Effective March 8, 1996).

     10.2    Registrant's 1993 Employee Stock Purchase Plan (As
             Amended and Restated Effective March 8, 1996). 

     10.3    Registrant's 1995 Non-Statutory Stock Option Plan
             (As Amended and Restated Effective March 8, 1996). 

     23.1    Consent of KPMG Peat Marwick LLP.

     23.2    Consent of Choate, Hall & Stewart (included in
             Exhibit 5.1). 

     25.1    Power of Attorney (included in page II-5).




























                               II-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15309}]
{"company-data": {"conformed-name": "NATURAL MICROSYSTEMS CORP", "cik": "0000915866", "assigned-sic": "3661", "irs-number": "042814586", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09135", "film-number": "96600778"}, "business-address": {"street1": "8 ERIE DR", "city": "NATICK", "state": "MA", "zip": "01760", "phone": "5086501300"}, "mail-address": {"street1": "8 ERIE DR", "city": "NATICK", "state": "MA", "zip": "01760"}}
As filed with the Securities and Exchange Commission on July 30, 1996,
                                       Registration No. 333-________

                SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

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

                 NATURAL MICROSYSTEMS CORPORATION
          (Exact name of registrant as specified in its charter)

       Delaware                                 04-2814586
    (State or other                          (I.R.S. Employer
     jurisdiction of                        Identification No.)
     incorporation or
      organization)
                          8 Erie Drive
                 Natick, Massachusetts 01760-1339
                          (508) 650-1300
  (Address, including zip code, and telephone number, including area code,
                of registrant's principal executive offices)

                      1993 Stock Option Plan
                1993 Employee Stock Purchase Plan
               1995 Non-Statutory Stock Option Plan
                        (Full title of plans)
                           ___________

                       Robert P. Schechter
              President and Chief Executive Officer
                 Natural MicroSystems Corporation
                           8 Erie Drive
                Natick, Massachusetts  01760-1339
             (Name and address of agent for service)

                 CALCULATION OF REGISTRATION FEE
                                                 
Title of                       Proposed         Proposed     
securities                     maximum          maximum      Amount of
to be         Amount to be     offering price   offering     registration
registered    registered (1)   per share(2)     price (2)    fee 

Common Stock,   790,000
$.01 par value  Shares         $27.75          $21,922,500   $7,559.49

(1) Plus such additional number  of shares as may be required  pursuant to the
Plan in the event of a stock dividend, split-up of shares, recapitalization or
other similar change in the Common Stock.

(2) Estimated solely for the  purpose of calculating the registration fee,  in
accordance with Rule 457(h)(1),  on the basis of  the average of the  high and
low prices of the  Common Stock as reported on  the Nasdaq National Market  on
July 24, 1996.

                         EXPLANATORY NOTE

     This Registration Statement has  been prepared in accordance
with the  requirements of Form S-8,  as amended.  The  purpose of
this  Registration Statement  is  to register  790,000 shares  of
Common Stock, $.01 par value, of Natural MicroSystems Corporation
(the  "Company"); 200,000 of which  shares have been reserved for
issuance  under the  Company's  1995  Non-Statutory Stock  Option
Plan,  540,000 of which  shares have  been reserved  for issuance
under  the Company's 1993 Stock  Option Plan and  50,000 of which
shares have been reserved  for issuance under the Company's  1993
Employee Stock Purchase Plan.   190,000 shares issuable under the
1993  Stock  Option Plan  and  50,000 shares  issuable  under the
Employee Stock  Purchase  Plan have  previously  been  registered
pursuant to Registration Statement No. 33-76324.

                            PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents are hereby incorporated by reference
in this Registration Statement:

          (a)  The  Company's  Form  10-K   for  the  year  ended
     December  31, 1995  filed with  the Securities  and Exchange
     Commission (the "Commission") under the  Securities Exchange
     Act of 1934, as amended (the "Exchange Act"); and

          (b)  The  Company's Form  10-Q  for  the quarter  ended
     March  31,  1996  filed  with the  Securities  and  Exchange
     Commission (the "Commission") under the Exchange Act; and

          (c)  The  description of  the  Company's  Common  Stock
     incorporated  by  reference  in the  Company's  registration
     statement  on Form 8-A (SEC File No. 0-23282) filed with the
     Commission  on  January  25,   1994  from  the  registration
     statement on Form S-1 (SEC File No. 33-72596) filed with the
     Commission on December 6, 1993.

In addition, all documents filed by the Company after the initial
filing date  of this registration statement  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, and  prior to the
filing  of a  post-effective amendment  which indicates  that all
shares registered hereunder have  been sold or which de-registers
all  shares  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 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     The legality  of the shares  of Common Stock  offered hereby
has been passed  upon for the Company by Choate,  Hall & Stewart,
(a  partnership  including professional  corporations),  53 State
Street, Exchange Place, Boston,  Massachusetts 02109.  Richard N.
Hoehn, a partner of the firm, is Secretary of the Company.

                               II-1

Item 6.   Indemnification of Officers and Directors 

     Section 145 of the  General Corporation Law of the  State of
Delaware provides  that a  corporation may indemnify  a director,
officer, employee or agent against expenses (including attorneys'
fees), judgments, fines  and for  amounts paid  in settlement  in
respect  of or  in  successful defense  of  any action,  suit  or
proceeding  if  he  acted  in  good  faith  and  in  a manner  he
reasonably believed to be in or not opposed to the best interests
of the corporation, and,  with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe  his conduct was
unlawful.

     Article Tenth of  the Company's Fourth Restated  Certificate
of Incorporation provides that  no director of the  Company shall
be  personally liable  to  the Company  or  its stockholders  for
monetary  damages for  breach of  fiduciary  duty as  a director,
except for liability (i) for any breach of the director's duty of
loyalty, (ii) for  acts or omissions  not in good faith  or which
involve  intentional misconduct  or a  knowing violation  of law,
(iii) under  Section 174 of the Delaware  General Corporation Law
or  (iv) for any transaction  from which the  director derived an
improper personal benefit.  Article Tenth further provides that a
director's personal  liability shall be eliminated  or limited in
the future to  the fullest extent permitted from  time to time by
the Delaware General Corporation Law.

     Article   Eleventh   of   the  Company's   Fourth   Restated
Certificate of Incorporation provides  that the Company shall, to
the fullest extent permitted from time to time under the Delaware
General  Corporation Law,  indemnify  each of  its directors  and
officers  against  all  expenses  (including   attorneys'  fees),
judgments, fines and amounts paid in settlement in respect of any
action,  suit or proceeding in which such director or officer may
be  involved or with which he  may be threatened, while in office
or thereafter, by reason  of his or  her actions or omissions  in
connection with services to  the Company, such indemnification to
include  prompt  payment  of  expenses in  advance  of  the final
disposition of any such action, suit or proceeding.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits 

     5.1  Opinion of Choate, Hall & Stewart as to the legality of
          the shares being registered.

     10.1 The Company's 1993 Stock  Option Plan  (As  Amended and
          Restated Effective March 8, 1996).

                               II-2

     
     
     10.2 Registrant's  1993 Employee  Stock  Purchase  Plan  (As
          Amended and Restated Effective March 8, 1996). 

     10.3 Registrant's 1995 Non-Statutory Stock Option Plan.
          (As Amended and Restated Effective March 8, 1996). 

     23.1 Consent of KPMG Peat Marwick LLP.

     23.2 Consent of Choate, Hall & Stewart (included in 
          Exhibit 5.1). 

     25.1 Power of Attorney (included in page II-5).

Item 9.   Undertakings

     (a)  The Company hereby undertakes:

          (1)  To  file, during  any  period in  which offers  or
sales  are  being  made,   a  post-effective  amendment  to  this
registration statement 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;

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

          (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 Company  hereby  undertakes that,  for purposes  of
determining any  liability under the Securities  Act, each filing
of  the  Company's annual  report  pursuant to  Section  13(a) or
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
therein, and the offering  of such securities at that  time shall
be deemed to be the initial bona fide offering thereof.

     (h)  Insofar  as  indemnification  for  liabilities  arising
under the Securities Act may be permitted  to directors, officers
and controlling persons of the Company pursuant to the  foregoing
provisions, or  otherwise, the Company  has been advised  that in
the  opinion of  the 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 Company  of  expenses incurred  or  paid by  a  director,

                               II-3

              

officer or controlling  person of the  Company 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  Company will,  unless in  the
opinion of  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. 

                            SIGNATURES

     Pursuant to the requirements of the  Securities Act of 1933,
the  Company certifies that it has  reasonable grounds to believe
that it meets all of  the requirements for filing a Form  S-8 and
has duly caused this  Registration Statement to be signed  on its
behalf by the undersigned, thereunto duly authorized, in the Town
of Natick, Commonwealth of Massachusetts on  July 23, 1996.

                              Natural MicroSystems Corporation
                              (Issuer and Employer)

                              By: /s/ Robert P. Schechter
                                  Robert P. Schechter, President
                                  and Chief Executive Officer

                               II-4

                                  
                        POWER OF ATTORNEY

     KNOW ALL MEN  BY THESE PRESENTS, that each  individual whose
signature  appears  below  constitutes  and  appoints  Robert  P.
Schechter,  John F.  Kennedy and  Richard N.  Hoehn, jointly  and
severally, his true and lawful attorneys-in-fact and agents  with
full  powers of substitution, 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
all documents in  connection therewith, with  the Securities  and
Exchange Commission,  granting  unto said  attorneys-in-fact  and
agents,  and each  of them, full  power and  authority to  do and
perform each and every  act and thing requisite and  necessary to
be  in  and about  the  premises,  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 substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.

     Pursuant  to the requirements of the Securities Act of 1933,
this registration statement  has been signed  below on the  dates
indicated by the following persons in the capacities indicated.

Name                         Capacity                        Date

/s/ Robert P. Schechter      President, Chief Executive      7/23/96
Robert P. Schechter          Officer and Director
                             (Principal Executive Officer)

/s/ John F. Kennedy          Chief Financial Officer         7/23/96
John F. Kennedy              (Principal Financial Officer)
                        

/s/ David C. Flynn           Controller                      7/23/96
David C. Flynn               (Principal Accounting Officer)

/s/ Charles T. Foskett       Director                        7/23/96
Charles T. Foskett

/s/ David F. Millet          Director                        7/23/96
David F. Millet

/s/ Ronald W. White          Director                        7/23/96
Ronald W. White

/s/ Zenas W. Hutcheson, III  Director                        7/23/96
Zenas W. Hutcheson, III

/s/ C. William McDaniel      Director                        7/23/96
C. William McDaniel

                                   

                                   
                               II-5

                        INDEX TO EXHIBITS 

Exhibit Number                                         

     5.1     Opinion of Choate, Hall & Stewart as to the legality
             of the shares being registered.

     10.1    The Company's 1993 Stock Option Plan  (As Amended
             and Restated Effective March 8, 1996).

     10.2    Registrant's 1993 Employee Stock Purchase Plan (As
             Amended and Restated Effective March 8, 1996). 

     10.3    Registrant's 1995 Non-Statutory Stock Option Plan
             (As Amended and Restated Effective March 8, 1996). 

     23.1    Consent of KPMG Peat Marwick LLP.

     23.2    Consent of Choate, Hall & Stewart (included in
             Exhibit 5.1). 

     25.1    Power of Attorney (included in page II-5).

                               II-6