Registration No. 333-________
   _________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                              ____________________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  FISERV, INC.
             (Exact name of Registrant as specified in its charter)

                  Wisconsin                        39-1506125
      (State or other jurisdiction of        (IRS Employer Identification
        incorporation or organization)                  Number)

                                255 Fiserv Drive
                          Brookfield, Wisconsin  53045
                                 (414) 879-5000
         (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive office)

                                  Fiserv, Inc.
                               Stock Option Plan
                              (Full title of plan)

                               KENNETH R. JENSEN
                        Senior Executive Vice President
                                  Fiserv, Inc.
                                255 Fiserv Drive
                          Brookfield, Wisconsin  53045
                           Telephone:  (414) 879-5000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                                 Robert Coultas
               Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP
                               2400 Chase Square
                           Rochester, New York  14604

                        CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
                                        Proposed    Proposed
                                        Maximum     Maximum
Title of                                Offering    Aggregate      Amount of
Securities to       Amount to be        Price Per   Offering       Registration
be Registered       Registered (1)      Share (2)   Price (2)      Fee
______________      ______________      _________   __________     ____________
Common Stock, $.01  4,100,000 shares    $31.625     $129,662,500   $44,711.21
par value
________________________________________________________________________________

     (1) The number of shares of Common  Stock to be registered may be  adjusted
in accordance with the provisions  of the Stock Option  Plan in the event  that,
during the period the Stock Option  Plan is in effect,  the number of shares  of
Common Stock  are increased  or decreased  or changed  into or  exchanged for  a
different number or kind of shares of  stock or other securities of the  Company
through reorganization, merger or consolidation, recapitalization, stock  split,
split-up, combination,  exchange  of shares,  declaration  of any  Common  Stock
dividends or similar  events without receipt  of consideration  by the  Company.
Accordingly, this Registration Statement  covers, in addition  to the number  of
shares of Common Stock stated above, an indeterminate number of shares which  by
reason of  any such events  may be issued in  accordance with the provisions  of
the Stock Option Plan.


     (2) Estimated solely for  the purpose of  calculating the registration  fee
pursuant to Rule 457 under the Securities Act of 1933 and based upon the average
of the high and low sales prices for the Common Shares as reported on the Nasdaq
National Market System on May 22, 1996.

                                    PART II

                     Information Not Required in Prospectus


     Item 3.     Incorporation of Documents by Reference.
     _______     ________________________________________

     Fiserv,  Inc.  ("Fiserv"  or  the   "Company")  hereby  incorporates  by
reference in this Registration Statement the following documents:

          (a)     The Company's Annual Report  on Form 10-K for the fiscal  year
ended December 31, 1995.

          (b)     The  Company's Quarterly Report on  Form 10-Q for the  quarter
ended March 31, 1996.

          (c)       The  Company's Current  Report on  Form 8-K  filed with  the
Securities and Exchange Commission (the "Commission") on April 4, 1996.

          All documents subsequently  filed by the  Company with the  Commission
pursuant to Sections 13(a), 13(c), 14  and 15(d) of the Securities Exchange  Act
of 1934,  as amended  (the "Exchange Act"), prior  to the  filing of  a post-
effective amendment  to this  Registration Statement  which indicates  that  all
securities offered hereby  have been sold  or which  deregisters all  securities
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
     _______     _________________________
          The class of securities to be  offered is registered under Section  12
of the Exchange Act.

     Item 5.     Interests of Named Experts and Counsel.
     ______      ______________________________________
          Legal matters in connection with options  under the Stock Option  Plan
and the  Common Stock  offered thereunder  will  be passed  upon by  Charles  W.
Sprague, Esq., Executive Vice  President, General Counsel  and Secretary of  the
Company.  Mr. Sprague  beneficially owns 15,375 shares  of Fiserv Common  Stock,
which number includes vested but unexercised stock options.

     Item 6.     Indemnification of Directors and Officers
     ______      _________________________________________
     In  general,  the  Wisconsin  Business  Corporation  Law  provides  that  a
corporation shall indemnify directors and  officers for all reasonable  expenses
incurred in  connection  with  the successful  defense  of  actions  arising  in
connection with their service as directors and officers of the corporation.   In
other cases, the Wisconsin statute provides that the corporation shall indemnify
a director or officer against liability unless the director or officer  breached
or failed to perform a duty owed to  the corporation and such breach or  failure
meets  certain  specified  criteria  constituting,  in  general,  some  act   of
misconduct.  In addition,  the corporation may reimburse  a director or  officer
for his expenses  in defending  against actions as  they are  incurred upon  the
director's or officer's written request accompanied by a written affirmation  of
his good faith belief that he has not  breached or failed to perform his  duties
to the corporation and a written undertaking to repay amounts advanced if it  is
ultimately determined that indemnification is  not required under the  Wisconsin
Business Corporation Law.  A court of law may order that the corporation provide
indemnification to a director or officer if the court finds that the director or
officer is  entitled thereto  under the  applicable  statutory provision  or  is
fairly  and  reasonably   entitled  thereto  in   view  of   all  the   relevant
circumstances, whether  or  not  such  indemnification  is  required  under  the
applicable statutory provision.

          The Wisconsin Business  Corporation Law  specifies various  procedures
pursuant  to  which  a   director  or  officer  may   establish  his  right   to
indemnification.

          Provided that it is not determined by or on behalf of the  corporation
that the director or officer breached  or failed to perform  a duty owed to  the
corporation  and  such  breach  or  failure  meets  certain  specified  criteria
constituting, in general, some  act of misconduct,  a Wisconsin corporation  may
provide additional rights to indemnification under its articles of incorporation
or by-laws, by written agreement, by resolution of its board of directors or  by
a vote of the holders of a majority of its outstanding shares.

          The Registrant's By-laws provide  for indemnification and  advancement
of expenses of  directors and  officers to the  fullest extent  provided by  the
Wisconsin Business Law.  This provision is not exclusive of any other rights  to
indemnification or the advancement  of expenses to which  a director or  officer
may be entitled under  any written agreement, resolution  of directors, vote  of
shareholders, by law or otherwise.

     Item 7.     Exemption from Registration Claimed
     ______      ___________________________________

          Inapplicable.

     Item 8.     Exhibits
     ______      ________

          See Exhibit Index.

     Item 9.     Undertakings
     ______      ____________

     (a)  Rule 415 Offering
          _________________

     The undersigned registrant hereby undertakes:

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

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

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

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

     (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 which remain unsold at the termination of the
offering.

     (b)  Incorporating Subsequent Exchange Act Documents by Reference
          ____________________________________________________________
     The  undersigned  registrant  hereby  undertakes  that,  for  purposes   of
determining any liability under the Securities  Act of 1933, each filing of  the
registrant's annual report  pursuant to Section  13(a) or 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 therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)Indemnification for Liabilities arising under the Securities Act of 1933
        ________________________________________________________________________

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the ``Act'') may be  permitted to directors,  officers and controlling
persons of the registrant  pursuant to the  foregoing provisions, or  otherwise,
the registrant  has been  advised that  in  the opinion  of the  Securities  and
Exchange Commission such indemnification is  against public policy as  expressed
in the Act  and is, therefore,  unenforceable.  In  the event that  a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred  or paid by a  director, officer or  controlling
person of  the registrant  in the  successful  defense of  any action,  suit  or
proceeding) is  asserted by  such director,  officer  or controlling  person  in
connection with the securities being registered, the registrant will, unless  in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to  a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in the Act and  will
be governed by the final adjudication of such issue.

                                   SIGNATURES


          Pursuant to  the  requirement  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 had duly caused this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Brookfield, State of Wisconsin on May 23, 1996.


                                        Fiserv Inc.


                                   By:   /S/ KENNETH R. JENSEN
                                        ______________________
                                        Kenneth R. Jensen
                                        Senior Executive Vice
                                        President and Treasurer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
Registration Statement has  been signed below  by the following  persons in  the
capacities and on the dates indicated:



            *              Chairman of the Board and Director   May 23, 1996
    _________________      (Principal Executive Officer)
   (George D. Dalton)

            *              President and Director               May 23, 1996
    ________________
    (Leslie M. Muma)

            *              Senior Executive Vice President,     May 23, 1996
    ________________       Treasurer and Director (Principal
   (Kenneth R. Jensen)     Financial and Accounting Officer)

            *              Vice Chairman, President -           May 23, 1996
    ________________       Information Technology, Inc.
   (Donald F. Dillon)

            *              Director                             May 23, 1996
    ________________
    (Gerald J. Levy)

            *              Director                             May 23, 1996
    ________________
  (L. William Seidman)

            *              Director                             May 23, 1996
    ________________
 (Thekla R. Shackelford)

            *              Director                             May 23, 1996
    ________________
  (Roland D. Sullivan)

*By:/S/ KENNETH R. JENSEN
_________________________
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)

                                 EXHIBIT INDEX


     Exhibit
     Number                   Description
     _________                ___________

     4.1                 Fiserv, Inc. Stock Option Plan

     4.2*                Form of Stock Option Agreement

     5.1                 Opinion and consent of Charles W. Sprague, Esq.,
                         Executive Vice President, General Counsel
                         and Secretary of the Registrant as to the
                         legality of the Common Stock being Registered

     23.1                Consent of Deloitte & Touche LLP,
                         Independent Auditors

     23.2                Consent of Charles W. Sprague, Esq.
                         is contained in his opinion filed as
                         Exhibit 5.1 to this Registration Statement

     24                  Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15717}]
{"company-data": {"conformed-name": "FISERV INC", "cik": "0000798354", "assigned-sic": "7374", "irs-number": "391506125", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04417", "film-number": "96571859"}, "business-address": {"street1": "255 FISERV DR", "street2": "PO BOX 979", "city": "BROOKFIELD", "state": "WI", "zip": "53045", "phone": "4148795000"}, "mail-address": {"street1": "255 FISERV DRIVE", "city": "BROOKFIELD", "state": "WI", "zip": "53045"}}
Registration No. 333-________
   _________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                              ____________________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  FISERV, INC.
             (Exact name of Registrant as specified in its charter)

                  Wisconsin                        39-1506125
      (State or other jurisdiction of        (IRS Employer Identification
        incorporation or organization)                  Number)

                                255 Fiserv Drive
                          Brookfield, Wisconsin  53045
                                 (414) 879-5000
         (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive office)

                                  Fiserv, Inc.
                               Stock Option Plan
                              (Full title of plan)

                               KENNETH R. JENSEN
                        Senior Executive Vice President
                                  Fiserv, Inc.
                                255 Fiserv Drive
                          Brookfield, Wisconsin  53045
                           Telephone:  (414) 879-5000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                                 Robert Coultas
               Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP
                               2400 Chase Square
                           Rochester, New York  14604

                        CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
                                        Proposed    Proposed
                                        Maximum     Maximum
Title of                                Offering    Aggregate      Amount of
Securities to       Amount to be        Price Per   Offering       Registration
be Registered       Registered (1)      Share (2)   Price (2)      Fee
______________      ______________      _________   __________     ____________
Common Stock, $.01  4,100,000 shares    $31.625     $129,662,500   $44,711.21
par value
________________________________________________________________________________

     (1) The number of shares of Common  Stock to be registered may be  adjusted
in accordance with the provisions  of the Stock Option  Plan in the event  that,
during the period the Stock Option  Plan is in effect,  the number of shares  of
Common Stock  are increased  or decreased  or changed  into or  exchanged for  a
different number or kind of shares of  stock or other securities of the  Company
through reorganization, merger or consolidation, recapitalization, stock  split,
split-up, combination,  exchange  of shares,  declaration  of any  Common  Stock
dividends or similar  events without receipt  of consideration  by the  Company.
Accordingly, this Registration Statement  covers, in addition  to the number  of
shares of Common Stock stated above, an indeterminate number of shares which  by
reason of  any such events  may be issued in  accordance with the provisions  of
the Stock Option Plan.

     (2) Estimated solely for  the purpose of  calculating the registration  fee
pursuant to Rule 457 under the Securities Act of 1933 and based upon the average
of the high and low sales prices for the Common Shares as reported on the Nasdaq
National Market System on May 22, 1996.

                                    PART II

                     Information Not Required in Prospectus

     Item 3.     Incorporation of Documents by Reference.
     _______     ________________________________________

     Fiserv,  Inc.  ("Fiserv"  or  the   "Company")  hereby  incorporates  by
reference in this Registration Statement the following documents:

          (a)     The Company's Annual Report  on Form 10-K for the fiscal  year
ended December 31, 1995.

          (b)     The  Company's Quarterly Report on  Form 10-Q for the  quarter
ended March 31, 1996.

          (c)       The  Company's Current  Report on  Form 8-K  filed with  the
Securities and Exchange Commission (the "Commission") on April 4, 1996.

          All documents subsequently  filed by the  Company with the  Commission
pursuant to Sections 13(a), 13(c), 14  and 15(d) of the Securities Exchange  Act
of 1934,  as amended  (the "Exchange Act"), prior  to the  filing of  a post-
effective amendment  to this  Registration Statement  which indicates  that  all
securities offered hereby  have been sold  or which  deregisters all  securities
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
     _______     _________________________
          The class of securities to be  offered is registered under Section  12
of the Exchange Act.

     Item 5.     Interests of Named Experts and Counsel.
     ______      ______________________________________
          Legal matters in connection with options  under the Stock Option  Plan
and the  Common Stock  offered thereunder  will  be passed  upon by  Charles  W.
Sprague, Esq., Executive Vice  President, General Counsel  and Secretary of  the
Company.  Mr. Sprague  beneficially owns 15,375 shares  of Fiserv Common  Stock,
which number includes vested but unexercised stock options.

     Item 6.     Indemnification of Directors and Officers
     ______      _________________________________________
     In  general,  the  Wisconsin  Business  Corporation  Law  provides  that  a
corporation shall indemnify directors and  officers for all reasonable  expenses
incurred in  connection  with  the successful  defense  of  actions  arising  in
connection with their service as directors and officers of the corporation.   In
other cases, the Wisconsin statute provides that the corporation shall indemnify
a director or officer against liability unless the director or officer  breached
or failed to perform a duty owed to  the corporation and such breach or  failure
meets  certain  specified  criteria  constituting,  in  general,  some  act   of
misconduct.  In addition,  the corporation may reimburse  a director or  officer
for his expenses  in defending  against actions as  they are  incurred upon  the
director's or officer's written request accompanied by a written affirmation  of
his good faith belief that he has not  breached or failed to perform his  duties
to the corporation and a written undertaking to repay amounts advanced if it  is
ultimately determined that indemnification is  not required under the  Wisconsin
Business Corporation Law.  A court of law may order that the corporation provide
indemnification to a director or officer if the court finds that the director or
officer is  entitled thereto  under the  applicable  statutory provision  or  is
fairly  and  reasonably   entitled  thereto  in   view  of   all  the   relevant
circumstances, whether  or  not  such  indemnification  is  required  under  the
applicable statutory provision.

          The Wisconsin Business  Corporation Law  specifies various  procedures
pursuant  to  which  a   director  or  officer  may   establish  his  right   to
indemnification.

          Provided that it is not determined by or on behalf of the  corporation
that the director or officer breached  or failed to perform  a duty owed to  the
corporation  and  such  breach  or  failure  meets  certain  specified  criteria
constituting, in general, some  act of misconduct,  a Wisconsin corporation  may
provide additional rights to indemnification under its articles of incorporation
or by-laws, by written agreement, by resolution of its board of directors or  by
a vote of the holders of a majority of its outstanding shares.

          The Registrant's By-laws provide  for indemnification and  advancement
of expenses of  directors and  officers to the  fullest extent  provided by  the
Wisconsin Business Law.  This provision is not exclusive of any other rights  to
indemnification or the advancement  of expenses to which  a director or  officer
may be entitled under  any written agreement, resolution  of directors, vote  of
shareholders, by law or otherwise.

     Item 7.     Exemption from Registration Claimed
     ______      ___________________________________

          Inapplicable.

     Item 8.     Exhibits
     ______      ________

          See Exhibit Index.

     Item 9.     Undertakings
     ______      ____________

     (a)  Rule 415 Offering
          _________________

     The undersigned registrant hereby undertakes:

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

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

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

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

     (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 which remain unsold at the termination of the
offering.

     (b)  Incorporating Subsequent Exchange Act Documents by Reference
          ____________________________________________________________
     The  undersigned  registrant  hereby  undertakes  that,  for  purposes   of
determining any liability under the Securities  Act of 1933, each filing of  the
registrant's annual report  pursuant to Section  13(a) or 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 therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)Indemnification for Liabilities arising under the Securities Act of 1933
        ________________________________________________________________________

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the ``Act'') may be  permitted to directors,  officers and controlling
persons of the registrant  pursuant to the  foregoing provisions, or  otherwise,
the registrant  has been  advised that  in  the opinion  of the  Securities  and
Exchange Commission such indemnification is  against public policy as  expressed
in the Act  and is, therefore,  unenforceable.  In  the event that  a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred  or paid by a  director, officer or  controlling
person of  the registrant  in the  successful  defense of  any action,  suit  or
proceeding) is  asserted by  such director,  officer  or controlling  person  in
connection with the securities being registered, the registrant will, unless  in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to  a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in the Act and  will
be governed by the final adjudication of such issue.

                                   SIGNATURES

          Pursuant to  the  requirement  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 had duly caused this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Brookfield, State of Wisconsin on May 23, 1996.

                                        Fiserv Inc.

                                   By:   /S/ KENNETH R. JENSEN
                                        ______________________
                                        Kenneth R. Jensen
                                        Senior Executive Vice
                                        President and Treasurer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
Registration Statement has  been signed below  by the following  persons in  the
capacities and on the dates indicated:

            *              Chairman of the Board and Director   May 23, 1996
    _________________      (Principal Executive Officer)
   (George D. Dalton)

            *              President and Director               May 23, 1996
    ________________
    (Leslie M. Muma)

            *              Senior Executive Vice President,     May 23, 1996
    ________________       Treasurer and Director (Principal
   (Kenneth R. Jensen)     Financial and Accounting Officer)

            *              Vice Chairman, President -           May 23, 1996
    ________________       Information Technology, Inc.
   (Donald F. Dillon)

            *              Director                             May 23, 1996
    ________________
    (Gerald J. Levy)

            *              Director                             May 23, 1996
    ________________
  (L. William Seidman)

            *              Director                             May 23, 1996
    ________________
 (Thekla R. Shackelford)

            *              Director                             May 23, 1996
    ________________
  (Roland D. Sullivan)

*By:/S/ KENNETH R. JENSEN
_________________________
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)

                                 EXHIBIT INDEX

     Exhibit
     Number                   Description
     _________                ___________

     4.1                 Fiserv, Inc. Stock Option Plan

     4.2*                Form of Stock Option Agreement

     5.1                 Opinion and consent of Charles W. Sprague, Esq.,
                         Executive Vice President, General Counsel
                         and Secretary of the Registrant as to the
                         legality of the Common Stock being Registered

     23.1                Consent of Deloitte & Touche LLP,
                         Independent Auditors

     23.2                Consent of Charles W. Sprague, Esq.
                         is contained in his opinion filed as
                         Exhibit 5.1 to this Registration Statement

     24                  Powers of Attorney