<PAGE 1>
                                      Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

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

                  ABM INDUSTRIES INCORPORATED
       (Exact name of issuer as specified in its charter)
            Delaware                       94-1369354
  (State or other jurisdiction           (I.R.S. employer
of incorporation or organization)       identification number)

 50 Fremont Street, Suite 2600, San Francisco, California 94105
     (Address of principal executive offices)   (Zip Code)

       ABM INDUSTRIES INCORPORATED 1987 STOCK OPTION PLAN
                    (Full title of the plan)

                      Harry H. Kahn, Esq.
    Corporate Vice President, General Counsel and Secretary
   ABM Industries Incorporated 50 Fremont Street, Suite 2600
                 San Francisco, California 94105
            (Name and address of agent for service)
  Telephone number, including area code, of agent for service:
                         (415) 597-4500

                            Copy to:
                    Therese A. Mrozek, Esq.
                 Orrick, Herrington & Sutcliffe
                       400 Sansome Street
                San Francisco, California 94111

                CALCULATION OF REGISTRATION FEE
=================================================================
                            Proposed                      
                             Maximum     Proposed         
Title of                    Offering     Maximum          
Securities                    Price     Aggregate    Amount of
to be         Amount to be     Per       Offering    Registra-
Registered     Registered    Share*       Price       tion Fee
___________  _____________   _______  _____________  _________
Common                                                    
Stock and                                                 
Options to                                                
Purchase                                                  
Common          500,000                                   
Stock            shares      $17.875  $8,937,500.00  $3,082.00
=================================================================
* Estimated solely for the purpose of calculating the
registration fee on the basis of $17.875 per share, the average
of the high and low prices for the Common Stock on the New York
Stock Exchange on March 24, 1994.

<PAGE 2>

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
      The following documents are incorporated by reference in
 this registration statement:  (i) ABM Industries Incorporated's
 (the "Company") latest annual report filed pursuant to
 Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
 (the "Exchange Act"); (ii) all other reports filed by the
 Company pursuant to Sections 13(a) or 15(d) of the Exchange Act
 since the end of the fiscal year covered by the Company's latest
 annual report; and (iii) the description of the Company's common
 stock set forth in the Company's Registration Statement on Form
 8-A relating thereto, including any amendment or report filed
 for the purpose of updating such description.  All documents
 filed by the Company after the date of this registration
 statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
 the Exchange Act, prior to the filing of a post-effective
 amendment (that indicates all securities offered have been sold
 or deregisters all securities then remaining unsold), shall be
 deemed to be incorporated by reference in this registration
 statement and to be a part hereof from the date of filing of
 such documents.
 
 ITEM 4.  DESCRIPTION OF SECURITIES
 
 Inapplicable.
 
 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
 
 Inapplicable.
 
 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
      As authorized by Section 145 of the Delaware Corporation
 Law, the Company's Certificate of Incorporation eliminate the
 personal liability of its directors to the Company or its
 stockholders for monetary damages for any breach of fiduciary
 duty as a director, except for:  (i) any breach of the duty of
 loyalty to the Company or its stockholders, (ii) acts or
 omissions not in good faith, (iii) intentional misconduct or a
 knowing violation of law, or (iv) any transaction from which the
 director derived an improper personal benefit.
 
      As authorized by Section 145 of the Delaware Corporation
 Law, the Company's By-Laws provide for the indemnification of
 the directors, officers, employees or agents of the Company in
 certain cases.  Indemnification shall be provided to directors
 and officers of the Company, or of other enterprises if serving
 at the request of the Company, against actual and reasonable
 costs, charges, expenses (including attorneys' fees), judgments,
 fines and amounts paid in settlement in connection with pending

<PAGE 3>

 or completed actions, suits or proceedings, whether civil,
 criminal, administrative or investigative (other than action by
 or in the right of the Company) if the director or officer acted
 in good faith and in a manner reasonably believed to be in or
 not opposed to the best interest of the Company, and, with
 respect to any criminal action or proceeding, had no reasonable
 cause to believe the conduct was unlawful.
 
      If such proceeding is brought by or on the behalf of the
 Company, a similar standard of care is applicable, except that
 no indemnification shall be made with respect to any matter as
 to which such person is adjudged to be liable to the Company
 unless and only to the extent that the court shall determine
 such person is fairly and reasonably entitled to indemnification
 of such costs.
 
      The Company's By-Laws further provide that, notwithstanding
 the foregoing, directors, officers, employees and agents shall
 be indemnified of all actual and reasonable costs to the extent
 that such persons are successful on the merits or otherwise.
 
           In addition to the above, the Company has entered into
 an Indemnification Agreement with its directors.  The
 Indemnification Agreement provides directors with the same
 indemnification by the Company as set forth in the preceding
 paragraphs except that the Indemnification Agreement differs
 from the By-Laws in the following significant respects:
 (1) indemnification is provided to directors in excess of that
 provided by any insurance coverage; and (2) no indemnification
 shall be provided on account of any action commenced by the
 director in his or her individual right against the Company, its
 directors, officers and stockholders unless authorized by a
 majority of disinterested directors.
 
      There exists directors and officers liability insurance
 presently outstanding which insures directors and officers of
 the Company.  The losses covered by the policy are subject to
 certain exclusions and the policy contains certain deductible
 provisions.  All exclusions and deductibles are specifically
 indemnified in the Indemnification Agreement discussed in the
 preceding paragraph.
 
 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
 Inapplicable.

<PAGE 4>

 
 ITEM 8.  EXHIBITS
 
 4.1  The ABM Industries Incorporated 1987 Stock Option Plan.
 
 4.2  Form of Incentive Stock Option Agreement.
 
 4.3  Form of Nonqualified Stock Option Agreement.
 
 5.1  Opinion of Harry H. Kahn, Esq.
 
 23.1 Consent of KPMG Peat Marwick
 
 23.2 Consent of Harry H. Kahn, Esq. is included in Exhibit 5.1.
 
 24.1 Power of Attorney of Directors.
 
 ITEM 9.   UNDERTAKINGS
 
      (a)  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;
 
           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.

<PAGE 5>
 
           (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)  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 the 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)  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, 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.


<PAGE 6>



                            Signatures
 
 
 THE REGISTRANT
 
 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 the
 City of San Francisco, State of California on the 29th day of
 March, 1994.
 
ABM INDUSTRIES INCORPORATED
(Registrant)


 /s/ William W. Steele
     William W. Steele
President and Chief Operating Officer



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 dated indicated.

    Signature                       Title                  Date

Principal Executive Officer:


 /s/ Sydney J. Rosenberg
     Sydney J. Rosenberg        Chairman of the        March 29, 1994
                                Board and Chief
                                Executive Officer

Principal Financial Officer:


  /s/ David H. Hebble
      David H. Hebble           Corporate Vice         March 29, 1994
                                President and Chief
                                Financial Officer

Principal Accounting Officer:


  /s/ Hussain A. Khan
      Hussain A. Khan           Corporate              March 29, 1994
                                Controller




<PAGE 7>

Directors:


*/s/ Claude M. Ballard, Jr.
     Claude M. Ballard, Jr.     Director               March 29, 1994


*/s/ Maryellen B. Cattani
     Maryellen B. Cattani       Director               March 29, 1994


*/s/ Robert S. Dickerman
     Robert S. Dickerman        Director               March 29, 1994


*/s/ John F. Egan
     John F. Egan               Director               March 29, 1994


*/s/ Charles T. Horngren
     Charles T. Horngren        Director               March 29, 1994


*/s/ Felix M. Juda
     Felix M. Juda              Director               March 29, 1994


*/s/ William E. Walsh
     William E. Walsh           Director               March 29, 1994


*/s/ Martin H. Mandles
     Martin H. Mandles          Director               March 29, 1994


*/s/ Sydney J. Rosenberg
     Sydney J. Rosenberg        Director               March 29, 1994


*/s/ Theodore Rosenberg
     Theodore Rosenberg         Director               March 29, 1994


*/s/ William W. Steele
     William W. Steele          Director               March 29, 1994


* By /s/ Harry H. Kahn
          Harry H. Kahn,
        Attorney-in-Fact


A majority of the members of the Board of Directors.



<PAGE 8>



                         EXHIBIT INDEX

4.1  The ABM Industries Incorporated 1987 Stock Option Plan.

4.2   Form of Stock Option Agreement.

4.3   Form of Nonqualified Stock Option Agreement.

5.1  Opinion of Harry H. Kahn, Esq.

23.1 Consent of KPMG Peat Marwick

23.2 Consent of Harry H. Kahn, Esq. is included in Exhibit 5.1.

24.1 Power of Attorney of Directors.
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{"company-data": {"conformed-name": "AMERICAN BUILDING MAINTENANCE INDUSTRIES INC", "cik": "0000771497", "assigned-sic": "7340", "irs-number": "941369354", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52927", "film-number": "94519776"}, "business-address": {"street1": "50 FREMONT ST STE 2600", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4155974500"}}
Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

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

                  ABM INDUSTRIES INCORPORATED
       (Exact name of issuer as specified in its charter)
            Delaware                       94-1369354
  (State or other jurisdiction           (I.R.S. employer
of incorporation or organization)       identification number)

 50 Fremont Street, Suite 2600, San Francisco, California 94105
     (Address of principal executive offices)   (Zip Code)

       ABM INDUSTRIES INCORPORATED 1987 STOCK OPTION PLAN
                    (Full title of the plan)

                      Harry H. Kahn, Esq.
    Corporate Vice President, General Counsel and Secretary
   ABM Industries Incorporated 50 Fremont Street, Suite 2600
                 San Francisco, California 94105
            (Name and address of agent for service)
  Telephone number, including area code, of agent for service:
                         (415) 597-4500

                            Copy to:
                    Therese A. Mrozek, Esq.
                 Orrick, Herrington & Sutcliffe
                       400 Sansome Street
                San Francisco, California 94111

                CALCULATION OF REGISTRATION FEE
=================================================================
                            Proposed                      
                             Maximum     Proposed         
Title of                    Offering     Maximum          
Securities                    Price     Aggregate    Amount of
to be         Amount to be     Per       Offering    Registra-
Registered     Registered    Share*       Price       tion Fee
___________  _____________   _______  _____________  _________
Common                                                    
Stock and                                                 
Options to                                                
Purchase                                                  
Common          500,000                                   
Stock            shares      $17.875  $8,937,500.00  $3,082.00
=================================================================
* Estimated solely for the purpose of calculating the
registration fee on the basis of $17.875 per share, the average
of the high and low prices for the Common Stock on the New York
Stock Exchange on March 24, 1994.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
      The following documents are incorporated by reference in
 this registration statement:  (i) ABM Industries Incorporated's
 (the "Company") latest annual report filed pursuant to
 Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
 (the "Exchange Act"); (ii) all other reports filed by the
 Company pursuant to Sections 13(a) or 15(d) of the Exchange Act
 since the end of the fiscal year covered by the Company's latest
 annual report; and (iii) the description of the Company's common
 stock set forth in the Company's Registration Statement on Form
 8-A relating thereto, including any amendment or report filed
 for the purpose of updating such description.  All documents
 filed by the Company after the date of this registration
 statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
 the Exchange Act, prior to the filing of a post-effective
 amendment (that indicates all securities offered have been sold
 or deregisters all securities then remaining unsold), shall be
 deemed to be incorporated by reference in this registration
 statement and to be a part hereof from the date of filing of
 such documents.
 
 ITEM 4.  DESCRIPTION OF SECURITIES
 
 Inapplicable.
 
 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
 
 Inapplicable.
 
 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
      As authorized by Section 145 of the Delaware Corporation
 Law, the Company's Certificate of Incorporation eliminate the
 personal liability of its directors to the Company or its
 stockholders for monetary damages for any breach of fiduciary
 duty as a director, except for:  (i) any breach of the duty of
 loyalty to the Company or its stockholders, (ii) acts or
 omissions not in good faith, (iii) intentional misconduct or a
 knowing violation of law, or (iv) any transaction from which the
 director derived an improper personal benefit.
 
      As authorized by Section 145 of the Delaware Corporation
 Law, the Company's By-Laws provide for the indemnification of
 the directors, officers, employees or agents of the Company in
 certain cases.  Indemnification shall be provided to directors
 and officers of the Company, or of other enterprises if serving
 at the request of the Company, against actual and reasonable
 costs, charges, expenses (including attorneys' fees), judgments,
 fines and amounts paid in settlement in connection with pending
or completed actions, suits or proceedings, whether civil,
 criminal, administrative or investigative (other than action by
 or in the right of the Company) if the director or officer acted
 in good faith and in a manner reasonably believed to be in or
 not opposed to the best interest of the Company, and, with
 respect to any criminal action or proceeding, had no reasonable
 cause to believe the conduct was unlawful.
 
      If such proceeding is brought by or on the behalf of the
 Company, a similar standard of care is applicable, except that
 no indemnification shall be made with respect to any matter as
 to which such person is adjudged to be liable to the Company
 unless and only to the extent that the court shall determine
 such person is fairly and reasonably entitled to indemnification
 of such costs.
 
      The Company's By-Laws further provide that, notwithstanding
 the foregoing, directors, officers, employees and agents shall
 be indemnified of all actual and reasonable costs to the extent
 that such persons are successful on the merits or otherwise.
 
           In addition to the above, the Company has entered into
 an Indemnification Agreement with its directors.  The
 Indemnification Agreement provides directors with the same
 indemnification by the Company as set forth in the preceding
 paragraphs except that the Indemnification Agreement differs
 from the By-Laws in the following significant respects:
 (1) indemnification is provided to directors in excess of that
 provided by any insurance coverage; and (2) no indemnification
 shall be provided on account of any action commenced by the
 director in his or her individual right against the Company, its
 directors, officers and stockholders unless authorized by a
 majority of disinterested directors.
 
      There exists directors and officers liability insurance
 presently outstanding which insures directors and officers of
 the Company.  The losses covered by the policy are subject to
 certain exclusions and the policy contains certain deductible
 provisions.  All exclusions and deductibles are specifically
 indemnified in the Indemnification Agreement discussed in the
 preceding paragraph.
 
 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
 Inapplicable.
ITEM 8.  EXHIBITS
 
 4.1  The ABM Industries Incorporated 1987 Stock Option Plan.
 
 4.2  Form of Incentive Stock Option Agreement.
 
 4.3  Form of Nonqualified Stock Option Agreement.
 
 5.1  Opinion of Harry H. Kahn, Esq.
 
 23.1 Consent of KPMG Peat Marwick
 
 23.2 Consent of Harry H. Kahn, Esq. is included in Exhibit 5.1.
 
 24.1 Power of Attorney of Directors.
 
 ITEM 9.   UNDERTAKINGS
 
      (a)  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;
 
           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
 which remain unsold at the termination of the offering.
 
      (b)  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 the 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)  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, 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
 
 
 THE REGISTRANT
 
 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 the
 City of San Francisco, State of California on the 29th day of
 March, 1994.
 
ABM INDUSTRIES INCORPORATED
(Registrant)

 /s/ William W. Steele
     William W. Steele
President and Chief Operating Officer

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 dated indicated.

    Signature                       Title                  Date

Principal Executive Officer:

 /s/ Sydney J. Rosenberg
     Sydney J. Rosenberg        Chairman of the        March 29, 1994
                                Board and Chief
                                Executive Officer

Principal Financial Officer:

  /s/ David H. Hebble
      David H. Hebble           Corporate Vice         March 29, 1994
                                President and Chief
                                Financial Officer

Principal Accounting Officer:

  /s/ Hussain A. Khan
      Hussain A. Khan           Corporate              March 29, 1994
                                Controller
Directors:

*/s/ Claude M. Ballard, Jr.
     Claude M. Ballard, Jr.     Director               March 29, 1994

*/s/ Maryellen B. Cattani
     Maryellen B. Cattani       Director               March 29, 1994

*/s/ Robert S. Dickerman
     Robert S. Dickerman        Director               March 29, 1994

*/s/ John F. Egan
     John F. Egan               Director               March 29, 1994

*/s/ Charles T. Horngren
     Charles T. Horngren        Director               March 29, 1994

*/s/ Felix M. Juda
     Felix M. Juda              Director               March 29, 1994

*/s/ William E. Walsh
     William E. Walsh           Director               March 29, 1994

*/s/ Martin H. Mandles
     Martin H. Mandles          Director               March 29, 1994

*/s/ Sydney J. Rosenberg
     Sydney J. Rosenberg        Director               March 29, 1994

*/s/ Theodore Rosenberg
     Theodore Rosenberg         Director               March 29, 1994

*/s/ William W. Steele
     William W. Steele          Director               March 29, 1994

* By /s/ Harry H. Kahn
          Harry H. Kahn,
        Attorney-in-Fact

A majority of the members of the Board of Directors.
EXHIBIT INDEX

4.1  The ABM Industries Incorporated 1987 Stock Option Plan.

4.2   Form of Stock Option Agreement.

4.3   Form of Nonqualified Stock Option Agreement.

5.1  Opinion of Harry H. Kahn, Esq.

23.1 Consent of KPMG Peat Marwick

23.2 Consent of Harry H. Kahn, Esq. is included in Exhibit 5.1.

24.1 Power of Attorney of Directors.