(As filed with the Securities and Exchange Commission on June 30, 1995) 
Registration No. 33-_______ 

                  SECURITIES AND EXCHANGE COMMISSION 
                        WASHINGTON, D.C.  20549 

                               FORM S-8 

                     REGISTRATION STATEMENT UNDER 
                      THE SECURITIES ACT OF 1933 

               SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 
          (Exact Name of registrant specified in its charter) 

          Delaware                            23-1701520 
          (State or other jurisdiction of     (I.R.S.  Employer 
          incorporation or organization)      Identification No.) 

                        Four Country View Road 
                     Malvern, Pennsylvania  19355 
     (Address, including zip code, of Principal Executive Offices) 

               Systems & Computer Technology Corporation 
                    1994 Long-Term Incentive Plan 
                                 -and- 
               Systems & Computer Technology Corporation 
             1994 Non-Employee Director Stock Option Plan 
                      (Full titles of the Plans) 

                         Richard A. Blumenthal 
                            General Counsel 
               Systems & Computer Technology Corporation 
                        Four Country View Road 
                     Malvern, Pennsylvania  19355 
                            (610) 640-5263 
      (Name, address, and telephone number of agent for service) 

                    CALCULATION OF REGISTRATION FEE 
 
                 Proposed      Proposed 
Title of         maximum       maximum 
securities       Amount        offering       aggregate    Amount of 
to be            to be         price          offering     registration 
registered       registered    per share(3)   price(3)     fee(3) 

Common Stock(1)  1,750,000     $20.0625       $35,109,375  $12,106.68 
Common Stock(2)  250,000       $20.0625       $ 5,015,625  $ 1,729.53 
                                                           ----------
                                                           $13,836.21 


(1) These securities relate to the 1994 Long-Term Incentive Plan. 
(2)  These securities relate to the 1994 Non-Employee Director Stock
Option Plan. 
(3)  Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) based on the average of the high and low prices
for the Common Stock of Registrant as reported on the NASDAQ NMS on
June 29, 1995. 

(PAGE)
                               PART II 

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 


Item 3.  Incorporation of Documents by Reference. 

     The following documents are incorporated by reference in the
Registration Statement: 

     (a)  Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994. 

     (b)  Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994. 

     (c)  Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995. 

     (d)  Registrant's Current Report on Form 8-K dated May 12, 1995. 

     (e)  Registrant's Current Report on Form 8-K dated June 1, 1995. 

     (f)  The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A, filed under the Securities
Exchange Act of 1934, as amended (the "Securities Exchange Act of
1934") on January 30, 1984 and any amendment or report filed for the
purpose of updating such description. 

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to the
Registration Statement that indicates that all of the shares of common
stock offered have been sold or that deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by reference
in the Registration Statement and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement. 

Item 4.  Description of Securities. 

                            Not applicable. 

Item 5.  Interests of Named Experts and Counsel. 

                            Not applicable. 

Item 6.  Indemnification of Directors and Officers. 

     Section 145 of the General Corporation Law of the State of
Delaware ("GCL") permits each Delaware business corporation to
indemnify its directors, officers, employees and agents against
liability for each such person's acts taken in his or her capacity as a
director, officer, employee or agent of the corporation if such actions
were taken in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action, if he or she had
no reasonable cause to believe his or her conduct was unlawful. 

     ARTICLE VII, Section 6 of the Registrant's Restated By-laws
provides that the Registrant, to the extent permitted by Section 145 of
the GCL, shall indemnify the officers, directors, employees, trustees
and agents of the Registrant. 

     As permitted by Section 102(b)(7) of the GCL, Article ELEVENTH of
the Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant shall have any personal liability to the
Registrant or its shareholders for any monetary damages for breach of
fiduciary duty as a director, except for liability (i) for breach of
the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
director derived an improper personal benefit.  Article ELEVENTH does
not eliminate or limit the liability of the director for any act or
omission occurring prior to the date when the Article became effective. 

     The Registrant also has a policy insuring it and its directors and
officers against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. 

Item 7.  Exemption from Registration Claimed. 

                            Not applicable. 

Item 8.  Exhibits. 

Exhibit No.               Description of Exhibit 

     4.1        Restated Certificate of Incorporation(1) 

     4.2        Restated Bylaws(2) 

     4.3        1994 Long-Term Incentive Plan(3) 

     4.4        1994 Non-Employee Director Stock Option Plan(3) 

     5          Opinion of Pepper, Hamilton & Scheetz re: Legality of
                the Registrant Stock(3) 

     23.1       Consent of Ernst & Young LLP(3) 

     23.2       Consent of Pepper, Hamilton & Scheetz (included in
                Exhibit 5)(3) 

     24         Power of attorney (included on the signature page) 

(1)  Incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended September 30, 1987. 
(2)  Incorporated by reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1985/ 
(3) Filed with this Form s-8 Registration Statement.
(PAGE)

Item 9.  Undertakings. 

     (a) The Registrant hereby undertakes: 

          (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:  

               (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; 

               (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; 


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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement. 

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

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

     (b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable,
each filing of an employee benefit plan's Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. 

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant 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,  




SIGNATURES 

          Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on
June 30, 1995. 

                             SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 

                              /s/ Michael J. Emmi
                         By: ___________________________________ 
                             Michael J. Emmi, Chairman of the Board,
                             President and Chief Executive Officer 



 


                           POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Eric Haskell and
Richard A. Blumenthal, and each or any 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 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, his or her 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,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated. 

                          /s/ Michael J. Emmi
Date:  June 30, 1995     ________________________________ 
                         Michael J. Emmi 
                         Chairman of the Board, President and 
                         Chief Executive Officer; Director 


                          /s/ Michael D. Chamberlain
Date:  June 30, 1995     ________________________________ 
                         Michael D. Chamberlain, Director 


                          /s/ Allen R. Freedman
Date:  June 30, 1995     ________________________________ 
                         Allen R. Freedman, Director 


                          /s/ Thomas I. Unterberg
Date:  June 30, 1995     ________________________________ 
                         Thomas I. Unterberg, Director 


                          /s/ Terrel H. Bell
Date:  June 30, 1995     ________________________________ 
                         Terrel H. Bell, Director 


                          /s/ Eric Haskell
Date:  June 30, 1995     ________________________________ 
                         Eric Haskell, Senior Vice President - Finance 
                         and Administration, Treasurer and Chief 
                         Financial Officer (principal financial 
                         officer and principal accounting officer) 



(PAGE)




















                             EXHIBIT INDEX 



Sequential                                              Page 
Exhibit No.        Description of Exhibit               Number 

     4.3        1994 Long-Term Incentive Plan 

     4.4        1994 Non-Employee Director Stock 
                Option Plan 

     5          Opinion of Pepper, Hamilton & Scheetz 

     23.1       Consent of Ernst & Young LLP 

     23.2       Consent of Pepper, Hamilton & Scheetz 
                (included in Exhibit 5) 

     24         Power of Attorney 
                (See Signature Page in Part II)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15071}]
{"company-data": {"conformed-name": "SYSTEMS & COMPUTER TECHNOLOGY CORP", "cik": "0000707606", "assigned-sic": "7370", "irs-number": "231701520", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60831", "film-number": "95551808"}, "business-address": {"street1": "GREAT VALLEY CORPORATE CTR", "street2": "4 COUNTRY VIEW RD", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "6106475930"}}
(As filed with the Securities and Exchange Commission on June 30, 1995) 
Registration No. 33-_______ 

                  SECURITIES AND EXCHANGE COMMISSION 
                        WASHINGTON, D.C.  20549 

                               FORM S-8 

                     REGISTRATION STATEMENT UNDER 
                      THE SECURITIES ACT OF 1933 

               SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 
          (Exact Name of registrant specified in its charter) 

          Delaware                            23-1701520 
          (State or other jurisdiction of     (I.R.S.  Employer 
          incorporation or organization)      Identification No.) 

                        Four Country View Road 
                     Malvern, Pennsylvania  19355 
     (Address, including zip code, of Principal Executive Offices) 

               Systems & Computer Technology Corporation 
                    1994 Long-Term Incentive Plan 
                                 -and- 
               Systems & Computer Technology Corporation 
             1994 Non-Employee Director Stock Option Plan 
                      (Full titles of the Plans) 

                         Richard A. Blumenthal 
                            General Counsel 
               Systems & Computer Technology Corporation 
                        Four Country View Road 
                     Malvern, Pennsylvania  19355 
                            (610) 640-5263 
      (Name, address, and telephone number of agent for service) 

                    CALCULATION OF REGISTRATION FEE 
 
                 Proposed      Proposed 
Title of         maximum       maximum 
securities       Amount        offering       aggregate    Amount of 
to be            to be         price          offering     registration 
registered       registered    per share(3)   price(3)     fee(3) 

Common Stock(1)  1,750,000     $20.0625       $35,109,375  $12,106.68 
Common Stock(2)  250,000       $20.0625       $ 5,015,625  $ 1,729.53 
                                                           ----------
                                                           $13,836.21 

(1) These securities relate to the 1994 Long-Term Incentive Plan. 
(2)  These securities relate to the 1994 Non-Employee Director Stock
Option Plan. 
(3)  Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) based on the average of the high and low prices
for the Common Stock of Registrant as reported on the NASDAQ NMS on
June 29, 1995. 

(PAGE)
                               PART II 

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

Item 3.  Incorporation of Documents by Reference. 

     The following documents are incorporated by reference in the
Registration Statement: 

     (a)  Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994. 

     (b)  Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994. 

     (c)  Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995. 

     (d)  Registrant's Current Report on Form 8-K dated May 12, 1995. 

     (e)  Registrant's Current Report on Form 8-K dated June 1, 1995. 

     (f)  The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A, filed under the Securities
Exchange Act of 1934, as amended (the "Securities Exchange Act of
1934") on January 30, 1984 and any amendment or report filed for the
purpose of updating such description. 

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to the
Registration Statement that indicates that all of the shares of common
stock offered have been sold or that deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by reference
in the Registration Statement and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement. 

Item 4.  Description of Securities. 

                            Not applicable. 

Item 5.  Interests of Named Experts and Counsel. 

                            Not applicable. 

Item 6.  Indemnification of Directors and Officers. 

     Section 145 of the General Corporation Law of the State of
Delaware ("GCL") permits each Delaware business corporation to
indemnify its directors, officers, employees and agents against
liability for each such person's acts taken in his or her capacity as a
director, officer, employee or agent of the corporation if such actions
were taken in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action, if he or she had
no reasonable cause to believe his or her conduct was unlawful. 

     ARTICLE VII, Section 6 of the Registrant's Restated By-laws
provides that the Registrant, to the extent permitted by Section 145 of
the GCL, shall indemnify the officers, directors, employees, trustees
and agents of the Registrant. 

     As permitted by Section 102(b)(7) of the GCL, Article ELEVENTH of
the Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant shall have any personal liability to the
Registrant or its shareholders for any monetary damages for breach of
fiduciary duty as a director, except for liability (i) for breach of
the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
director derived an improper personal benefit.  Article ELEVENTH does
not eliminate or limit the liability of the director for any act or
omission occurring prior to the date when the Article became effective. 

     The Registrant also has a policy insuring it and its directors and
officers against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. 

Item 7.  Exemption from Registration Claimed. 

                            Not applicable. 

Item 8.  Exhibits. 

Exhibit No.               Description of Exhibit 

     4.1        Restated Certificate of Incorporation(1) 

     4.2        Restated Bylaws(2) 

     4.3        1994 Long-Term Incentive Plan(3) 

     4.4        1994 Non-Employee Director Stock Option Plan(3) 

     5          Opinion of Pepper, Hamilton & Scheetz re: Legality of
                the Registrant Stock(3) 

     23.1       Consent of Ernst & Young LLP(3) 

     23.2       Consent of Pepper, Hamilton & Scheetz (included in
                Exhibit 5)(3) 

     24         Power of attorney (included on the signature page) 

(1)  Incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended September 30, 1987. 
(2)  Incorporated by reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1985/ 
(3) Filed with this Form s-8 Registration Statement.
(PAGE)

Item 9.  Undertakings. 

     (a) The Registrant hereby undertakes: 

          (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:  

               (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; 

               (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; 

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement. 

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

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

     (b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable,
each filing of an employee benefit plan's Annual Report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. 

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant 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,  

SIGNATURES 

          Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on
June 30, 1995. 

                             SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 

                              /s/ Michael J. Emmi
                         By: ___________________________________ 
                             Michael J. Emmi, Chairman of the Board,
                             President and Chief Executive Officer 

 

                           POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Eric Haskell and
Richard A. Blumenthal, and each or any 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 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, his or her 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,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated. 

                          /s/ Michael J. Emmi
Date:  June 30, 1995     ________________________________ 
                         Michael J. Emmi 
                         Chairman of the Board, President and 
                         Chief Executive Officer; Director 

                          /s/ Michael D. Chamberlain
Date:  June 30, 1995     ________________________________ 
                         Michael D. Chamberlain, Director 

                          /s/ Allen R. Freedman
Date:  June 30, 1995     ________________________________ 
                         Allen R. Freedman, Director 

                          /s/ Thomas I. Unterberg
Date:  June 30, 1995     ________________________________ 
                         Thomas I. Unterberg, Director 

                          /s/ Terrel H. Bell
Date:  June 30, 1995     ________________________________ 
                         Terrel H. Bell, Director 

                          /s/ Eric Haskell
Date:  June 30, 1995     ________________________________ 
                         Eric Haskell, Senior Vice President - Finance 
                         and Administration, Treasurer and Chief 
                         Financial Officer (principal financial 
                         officer and principal accounting officer) 

(PAGE)

                             EXHIBIT INDEX 

Sequential                                              Page 
Exhibit No.        Description of Exhibit               Number 

     4.3        1994 Long-Term Incentive Plan 

     4.4        1994 Non-Employee Director Stock 
                Option Plan 

     5          Opinion of Pepper, Hamilton & Scheetz 

     23.1       Consent of Ernst & Young LLP 

     23.2       Consent of Pepper, Hamilton & Scheetz 
                (included in Exhibit 5) 

     24         Power of Attorney 
                (See Signature Page in Part II)