Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

INFORMIX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

94-3011736
(I.R.S. Employer Identification No.)

4100 Bohannon Drive
Menlo Park, California 94025
(Address of Principal Executive Offices) (Zip Code)

1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)

David H. Stanley
Vice President,
Legal and Corporate Services,
General Counsel and Secretary
INFORMIX CORPORATION
4100 Bohannon Drive
Menlo Park, California 94025
(Name and Address of Agent for Service)

415-926-6300
(Telephone Number, Including Area Code, of Agent For Service)

<TABLE>

CALCULATION OF REGISTRATION FEE
<CAPTION>
                              Proposed     Proposed
Title of                      Maximum      Maximum
Securities     Amount         Offering     Aggregate        Amount of
to be          to be          Price        Offering         Registration
Registered     Registered     Per Share(1) Price(1)         Fee(1)

<S>            <C>            <C>          <C>              <C>
Common Stock   4,000,000      $8.875       $35,500,000      $10,757.58
($0.01 par     shares
value)
</TABLE>

(1) Estimated pursuant to Rule 457 solely for purposes of 
calculating the registration fee.  Such price is based on the 
closing sales price of the Common Stock on July 10, 1997, as 
reported on the NASDAQ National Market System.


INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents are incorporated by reference in this 
registration statement: 

     (a)     The latest annual report filed by Informix Corporation 
(the "Company") pursuant to section 13(a) or 15(d) of the Securities 
Exchange Act of 1934.

     (b)     All other reports and proxy statements filed by the 
Company pursuant to section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 since the end of the fiscal year covered by 
the annual report referred to in (a) above.

     (c)     The description of the Company's Common Stock contained 
in the Company's Registration Statement on Form S-4 (No. 333-143, 
effective February 7, 1996) filed under the Securities Act of 1933, 
in connection with the merger of a subsidiary of the Company and 
Illustra Information Technologies, Inc., 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 Securities Exchange Act of 1934, prior to the filing 
of a post-effective amendment which indicates that all securities 
offered have been sold or which deregisters all securities then 
remaining unsold, shall also 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

David H. Stanley, counsel for the Company, is an executive officer 
of the Company and holds the offices of Vice President, Legal and 
Corporate Services, General Counsel and Secretary.

The consolidated financial statements and schedule of Informix 
Corporation appearing in Informix Corporation's Annual Report 
(Form 10-K) for the year ended December 31, 1996 have been audited by 
Ernst & Young LLP, independent auditors, as set forth in their report 
thereon included therein and incorporated herein by reference.  Such 
consolidated financial statements are incorporated herein by reference 
in reliance upon such report given upon the authority of such firm as 
experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers

Delaware law authorizes corporations to eliminate the personal 
liability of directors to corporations and their stockholders for 
monetary damages for breach or alleged breach of the director's 
duty of care.  While the relevant statute does not change 
directors' duty of care, it enables corporations to limit available 
relief to equitable remedies such as injunction or rescission.  The 
statute has no effect on director's duty of loyalty, acts or 
omissions not in good faith or involving intentional misconduct or 
knowing violations of the law, illegal payment of dividends and 
approval of any transaction from which a director derives an 
improper personal benefit.

The Company has adopted provisions in its Certificate of 
Incorporation which eliminate the personal liability of directors 
for monetary damages for breach or alleged breach of their duty of 
due care.  The By-laws of the Company provide for indemnification 
of its directors and officers to the full extent permitted by the 
General Corporation Law of the State of Delaware, the Company's 
state of incorporation, including those circumstances in which 
indemnification would be discretionary under Delaware law.  The 
Company has entered into indemnification agreements with its 
directors and executive officers.  Section 145 of the General 
Corporation Law of the State of Delaware provides for 
indemnification in terms sufficiently broad to indemnify such 
individuals, under certain circumstances, for liabilities 
(including reimbursement of expenses incurred) arising under the 
Securities Act of 1933.

The Company also carries insurance policies in standard form 
indemnifying its directors and officers against liabilities arising 
from certain acts performed by them in their respective capacities 
as such.  The policies also provide for reimbursement of the 
Company for certain amounts it may be required or permitted to pay 
pursuant to applicable law to its directors and officers on account 
of such liabilities.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

4.1     Informix Corporation 1997 Employee Stock Purchase Plan

4.2     Restated Certificate of Incorporation, as amended, is 
incorporated by reference to the Form 10-Q of Informix 
Corporation for the fiscal quarter ended July 2, 1995

4.3     By-Laws, as amended, are incorporated by reference 
to the Form 10-Q of Informix Corporation for the fiscal quarter 
ended July 2, 1995

5     Opinion re Legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst and Young LLP, Independent Auditors

24     Power of Attorney (included in the signature pages to this 
registration statement)

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. Notwithstanding the foregoing, 
any increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the 
estimated maximum offering range may be reflected in the form of 
prospectus filed with the Commission pursuant to Rule 424(b) if, in 
the aggregate, the changes in volume and price represent no more 
than a 20 percent change in the maximum aggregate offering price set 
forth in the "Calculation of Registration Fee" table in the effective 
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, Form S-8 or 
Form F-3, and the information required to be included in a post 
effective amendment by those paragraphs is contained in periodic 
reports filed with or furnished to the Commission by the registrant 
pursuant to Section 13 or 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 bonafide 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.

(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any 
financial statements required by Rule 3-19 of this chapter at the 
start of any delayed offering or throughout a continuous offering. 
Financial statements and information otherwise required by Section 
10(a)(3) of the Act need not be furnished, provided that the 
registrant includes in the prospectus, by means of a post-effective 
amendment, financial statements required pursuant to this paragraph 
(a)(4) and other information necessary to ensure that all other 
information in the prospectus is at least as current as the date of 
those financial statements.  Notwithstanding the foregoing, with 
respect to registration statements on Form F-3, a post-effective 
amendment need not be filed to include financial statements and 
information required by section 10(a)(3) of the Act or Rule 3-19 of 
this chapter if such financial statements and information are 
contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to section 13 or 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference 
in the Form F-3.

(b) Filings 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 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 registrations statement 
relating to securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide 
offering thereof.

(c) Request For Acceleration of Effective date or Filing of 
Registration Statement on Form S-8.

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 provisions 
described in Item 6 hereof, 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 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 Menlo 
Park, State of California, on July 16, 1997.

INFORMIX CORPORATION
(Registrant)


By /s/ Phillip E. White
   Phillip E. White
   Chairman of the Board,
   President and Chief Executive Officer





POWER OF ATTORNEY

The officers and directors of Informix Corporation whose signatures appear 
below, hereby constitute and appoint Phillip E. White, David H. Stanley and 
Karen Blasing, and each of them, their true and lawful attorneys and agents, 
with full power of substitution, each with power to act alone, to sign and 
execute on behalf of the undersigned any amendment or amendments to this 
registration statement on Form S-8, and each of the undersigned does hereby 
ratify and confirm all that each of said attorney and agent, or their or his 
substitutes, shall do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

Signature                Title                             Date
<S>                      <C>                               <C>


/s/ Phillip E. White     Chairman of the Board, President  July 16, 1997
Phillip E. White         and Chief Executive Officer
                         (Principal Executive Officer)


/s/ Karen Blasing        Vice President,                    July 16, 1997
Karen Blasing            Corporate Controller and
                         Chief Accounting Officer
                         (Principal Financial Officer)
                         (Principal Accounting Officer) 


/s/ Albert F. Knorp, Jr. Director                           July 16, 1997
Albert F. Knorp, Jr.


/s/ James L. Koch        Director                           July 16, 1997
James L. Koch


/s/ Thomas A. McDonnel   Director                           July 16, 1997
Thomas A. McDonnell


/s/ Cyril J. Yansouni    Director                           July 16, 1997
Cyril J. Yansouni

</TABLE>

Executed by a majority of the members of the Board of Directors.
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{"company-data": {"conformed-name": "INFORMIX CORP", "cik": "0000799089", "assigned-sic": "7372", "irs-number": "943011736", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31371", "film-number": "97641371"}, "business-address": {"street1": "4100 BOHANNON DR", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "4159266300"}, "mail-address": {"street1": "4100 BOHANNON DRIVE", "city": "MENLOW PARK", "state": "CA", "zip": "94025"}}
Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

INFORMIX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

94-3011736
(I.R.S. Employer Identification No.)

4100 Bohannon Drive
Menlo Park, California 94025
(Address of Principal Executive Offices) (Zip Code)

1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)

David H. Stanley
Vice President,
Legal and Corporate Services,
General Counsel and Secretary
INFORMIX CORPORATION
4100 Bohannon Drive
Menlo Park, California 94025
(Name and Address of Agent for Service)

415-926-6300
(Telephone Number, Including Area Code, 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(1) Price(1)         Fee(1)
Common Stock   4,000,000      $8.875       $35,500,000      $10,757.58
($0.01 par     shares
value)
(1) Estimated pursuant to Rule 457 solely for purposes of 
calculating the registration fee.  Such price is based on the 
closing sales price of the Common Stock on July 10, 1997, as 
reported on the NASDAQ National Market System.

INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents are incorporated by reference in this 
registration statement: 

     (a)     The latest annual report filed by Informix Corporation 
(the "Company") pursuant to section 13(a) or 15(d) of the Securities 
Exchange Act of 1934.

     (b)     All other reports and proxy statements filed by the 
Company pursuant to section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 since the end of the fiscal year covered by 
the annual report referred to in (a) above.

     (c)     The description of the Company's Common Stock contained 
in the Company's Registration Statement on Form S-4 (No. 333-143, 
effective February 7, 1996) filed under the Securities Act of 1933, 
in connection with the merger of a subsidiary of the Company and 
Illustra Information Technologies, Inc., 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 Securities Exchange Act of 1934, prior to the filing 
of a post-effective amendment which indicates that all securities 
offered have been sold or which deregisters all securities then 
remaining unsold, shall also 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

David H. Stanley, counsel for the Company, is an executive officer 
of the Company and holds the offices of Vice President, Legal and 
Corporate Services, General Counsel and Secretary.

The consolidated financial statements and schedule of Informix 
Corporation appearing in Informix Corporation's Annual Report 
(Form 10-K) for the year ended December 31, 1996 have been audited by 
Ernst & Young LLP, independent auditors, as set forth in their report 
thereon included therein and incorporated herein by reference.  Such 
consolidated financial statements are incorporated herein by reference 
in reliance upon such report given upon the authority of such firm as 
experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers

Delaware law authorizes corporations to eliminate the personal 
liability of directors to corporations and their stockholders for 
monetary damages for breach or alleged breach of the director's 
duty of care.  While the relevant statute does not change 
directors' duty of care, it enables corporations to limit available 
relief to equitable remedies such as injunction or rescission.  The 
statute has no effect on director's duty of loyalty, acts or 
omissions not in good faith or involving intentional misconduct or 
knowing violations of the law, illegal payment of dividends and 
approval of any transaction from which a director derives an 
improper personal benefit.

The Company has adopted provisions in its Certificate of 
Incorporation which eliminate the personal liability of directors 
for monetary damages for breach or alleged breach of their duty of 
due care.  The By-laws of the Company provide for indemnification 
of its directors and officers to the full extent permitted by the 
General Corporation Law of the State of Delaware, the Company's 
state of incorporation, including those circumstances in which 
indemnification would be discretionary under Delaware law.  The 
Company has entered into indemnification agreements with its 
directors and executive officers.  Section 145 of the General 
Corporation Law of the State of Delaware provides for 
indemnification in terms sufficiently broad to indemnify such 
individuals, under certain circumstances, for liabilities 
(including reimbursement of expenses incurred) arising under the 
Securities Act of 1933.

The Company also carries insurance policies in standard form 
indemnifying its directors and officers against liabilities arising 
from certain acts performed by them in their respective capacities 
as such.  The policies also provide for reimbursement of the 
Company for certain amounts it may be required or permitted to pay 
pursuant to applicable law to its directors and officers on account 
of such liabilities.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

4.1     Informix Corporation 1997 Employee Stock Purchase Plan

4.2     Restated Certificate of Incorporation, as amended, is 
incorporated by reference to the Form 10-Q of Informix 
Corporation for the fiscal quarter ended July 2, 1995

4.3     By-Laws, as amended, are incorporated by reference 
to the Form 10-Q of Informix Corporation for the fiscal quarter 
ended July 2, 1995

5     Opinion re Legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst and Young LLP, Independent Auditors

24     Power of Attorney (included in the signature pages to this 
registration statement)

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. Notwithstanding the foregoing, 
any increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the 
estimated maximum offering range may be reflected in the form of 
prospectus filed with the Commission pursuant to Rule 424(b) if, in 
the aggregate, the changes in volume and price represent no more 
than a 20 percent change in the maximum aggregate offering price set 
forth in the "Calculation of Registration Fee" table in the effective 
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, Form S-8 or 
Form F-3, and the information required to be included in a post 
effective amendment by those paragraphs is contained in periodic 
reports filed with or furnished to the Commission by the registrant 
pursuant to Section 13 or 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 bonafide 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.

(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any 
financial statements required by Rule 3-19 of this chapter at the 
start of any delayed offering or throughout a continuous offering. 
Financial statements and information otherwise required by Section 
10(a)(3) of the Act need not be furnished, provided that the 
registrant includes in the prospectus, by means of a post-effective 
amendment, financial statements required pursuant to this paragraph 
(a)(4) and other information necessary to ensure that all other 
information in the prospectus is at least as current as the date of 
those financial statements.  Notwithstanding the foregoing, with 
respect to registration statements on Form F-3, a post-effective 
amendment need not be filed to include financial statements and 
information required by section 10(a)(3) of the Act or Rule 3-19 of 
this chapter if such financial statements and information are 
contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to section 13 or 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference 
in the Form F-3.

(b) Filings 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 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 registrations statement 
relating to securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide 
offering thereof.

(c) Request For Acceleration of Effective date or Filing of 
Registration Statement on Form S-8.

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 provisions 
described in Item 6 hereof, 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 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 Menlo 
Park, State of California, on July 16, 1997.

INFORMIX CORPORATION
(Registrant)

By /s/ Phillip E. White
   Phillip E. White
   Chairman of the Board,
   President and Chief Executive Officer

POWER OF ATTORNEY

The officers and directors of Informix Corporation whose signatures appear 
below, hereby constitute and appoint Phillip E. White, David H. Stanley and 
Karen Blasing, and each of them, their true and lawful attorneys and agents, 
with full power of substitution, each with power to act alone, to sign and 
execute on behalf of the undersigned any amendment or amendments to this 
registration statement on Form S-8, and each of the undersigned does hereby 
ratify and confirm all that each of said attorney and agent, or their or his 
substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities and on 
the date indicated.
Signature                Title                             Date
/s/ Phillip E. White     Chairman of the Board, President  July 16, 1997
Phillip E. White         and Chief Executive Officer
                         (Principal Executive Officer)

/s/ Karen Blasing        Vice President,                    July 16, 1997
Karen Blasing            Corporate Controller and
                         Chief Accounting Officer
                         (Principal Financial Officer)
                         (Principal Accounting Officer) 

/s/ Albert F. Knorp, Jr. Director                           July 16, 1997
Albert F. Knorp, Jr.

/s/ James L. Koch        Director                           July 16, 1997
James L. Koch

/s/ Thomas A. McDonnel   Director                           July 16, 1997
Thomas A. McDonnell

/s/ Cyril J. Yansouni    Director                           July 16, 1997
Cyril J. Yansouni
Executed by a majority of the members of the Board of Directors.