As filed with the Securities and Exchange Commission on August 6,
1996.

                                   Registration No. 333 - _______


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
            _______________________________________
                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
            _______________________________________
                     CUC INTERNATIONAL INC.
     (Exact name of Registrant as Specified in its Charter)

      Delaware                             06-0918165
    (State or Other Jurisdiction          (I.R.S. Employer
     of Incorporation or Organization)     Identification No.)

                       707 Summer Street
                  Stamford, Connecticut 06901
(Address, including Zip Code, of Registrant's Principal Executive
Offices)

       Papyrus Design Group Inc. 1992  Stock Option Plan
                    (Full Title of the Plan)
            _______________________________________
                        Cosmo Corigliano
                     CUC INTERNATIONAL INC.
                       707 Summer Street
                  Stamford, Connecticut  06901
                         (203) 324-9261
(Name, Address, including zip code, and Telephone Number, including A
rea Code, of Agent for Service)
              _______________________________________

                  CALCULATION OF REGISTRATION FEE

 
                Amount of    Proposed    Proposed
Title of        Additional   Maximum     Maximum
Securities      Securities   Offering    Aggregate    Amount of
to be           to be        Price       Offering     Registration
Registered      Registered   Per Share   Price        Fee


Common Stock,    1,677 shares  $0.12(1)    $201.24(1)   ----------
$.01 par value   12,532 shares $0.21(1)    $2,631.72(1) ----------
                 8,890 shares  $0.66(1)    $5,867.40(1) ----------

Total            23,099 shares  -----      $8,700.36(1) $100.00(2)


(1)  Pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), the proposed maximum offering
price and the registration fee are based on the exercise price of
options outstanding.

(2)  Pursuant to Section 6(b) of the Securities Act, the registration
fee shall be 1/29 of one percent of the proposed maximum aggregate offering
price, but in no case shall it be less than $100.

                               PART I

            INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

  The documents containing the information specified in this Part I
has or will be sent or given to all participants in the Papyrus
Design Group Inc. 1992 Stock Option Plan (the "Plan") as specified
by Rule 428(b)(1) under the Securities Act.  Such documents are not
filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under
the Securities Act.  These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

  The following documents previously filed by CUC International Inc.
(the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1996;

(b)  The Registrant's Current Reports on Form 8-K filed with the
Commission on April 22, 1996; March 12, 1996; February 22, 1996;
and February 21, 1996;

(c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1996;

(d)  The Registrant's Current Report on Form 8-K filed with the
Commission on August 5, 1996; and

(e)  Description of the Registrant's common stock, par value $.01 per
share, contained in the Registrant's Registration Statement on
Form S-3 (File No. 33-47271) filed pursuant to the Securities Act
on April 17, 1992, as amended or updated pursuant to the
Securities Act.

  All documents and reports subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of 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 such 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

  Not applicable.

Item 5.   Interests of Named Experts and Counsel

  Jeffrey A. Gershowitz, Esq., has rendered an opinion on the
validity of the securities being registered under the Plan pursuant
to this Registration Statement.  Mr. Gershowitz is a vice president
and associate general counsel of the Comp-U-Card Division of the
Registrant.  A copy of this opinion is attached as Exhibit 5 to
this Registration Statement.

Item 6.   Indemnification of Directors and Officers

  Section 145 of the General Corporation Law of the State of Delaware
(the "GCL") empowers a Delaware corporation to indemnify any person
who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise.  The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in
good faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe such person's conduct was unlawful.  A Delaware
corporation may indemnify directors, officers, employees and other
agents of such corporation in an action by or in the right of the
corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the
corporation.  Where a director, officer, employee of agent of the
corporation is successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to above or in defense
of any claim, issue or matter therein, the corporation must
indemnify such person against the expenses (including attorney's
fees) which he or she actually and reasonably incurred in
connection therewith.

  The Registrant's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent
permitted by, and in the manner permissible under, the GCL.

  As permitted by Section 102(b)(7) of the GCL, the Registrant's
Restated Certificate of Incorporation contains a provision
eliminating the personal liability of a director to the Registrant
or its stockholders for monetary damages for breach of fiduciary
duty as a director, subject to certain exceptions.

Item 7.   Exemption from Registration Claimed

  No securities are to be reoffered or resold pursuant to this
Registration Statement.

Item 8.   Exhibits

  5.   Opinion of Jeffrey A. Gershowitz, Esq. as to the
       legality of the securities being registered

  15.  Letter re: Unaudited Interim Financial Information

 23.1  Consent of Jeffrey A. Gershowitz, Esq. (included in the
       opinion filed as Exhibit 5 hereto)

 23.2  Consent of Ernst & Young LLP

 23.3  Consent of Deloitte & Touche LLP

 24.   Powers of Attorney of certain officers and directors of
       the Registrant (included on the signature page of this
       Registration Statement)

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;

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

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

              provided, however, that paragraphs (a)(1)(i)
              and (a)(1)(iii) do not apply if 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 15(d)
              of the Exchange Act that are incorporated by reference
              in this Registration Statement.

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

                    (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, each filing of the Registrant's annual report pursuant
       to Section 13(a) or 15(d) of the Exchange Act that is
       incorporated by reference in this 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 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 Commission such
       indemnification is against public policy as expressed in the
       Securities Act and is, therefore, unenforceable.  In the
       event that a claim for indemnification against such
       liabilities (other than the payment by the Registrant of
       expenses incurred or paid by a director, officer or
       controlling person of 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 Securities Act and will be
       governed by the final adjudication of such issue.

                             SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
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
Stamford, State of Connecticut, on this 6th day of August, 1996.

                   CUC INTERNATIONAL INC.

                   By: /s/ Walter A. Forbes
                         Walter A. Forbes
                Chief Executive Officer and Chairman of the
                Board of Directors

                         POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Walter A. Forbes and
E. Kirk Shelton, and each and either 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,
without limitation, 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 or his substitute or substitutes, may lawfully 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 below by the following
persons in the capacities and on the dates indicated.

  Signature                        Title                        Date

/s/ Walter A. Forbes       Chief Executive Officer and    August 6, 1996
Walter A. Forbes           Chairman of the Board
                           (Principal Executive Officer)

/s/ Cosmo Corigliano       Senior Vice President and      August 6, 1996
Cosmo Corigliano           Chief Financial Officer
                           (Principal Financial and
                            Accounting Officer)

/s/ Bartlett Burnap        Director                       August 6, 1996
Bartlett Burnap

/s/ T. Barnes Donnelley    Director                       August 6, 1996
T. Barnes Donnelley

/s/ Stephen A. Greyser     Director                       August 6, 1996
Stephen A. Greyser

/s/ Christopher K. McLeod  Director                       August 6, 1996
Christopher K. McLeod

/s/ Burton C. Perfit       Director                       August 6, 1996
Burton C. Perfit


Robert P. Rittereiser      Director

/s/ Stanley M. Rumbough, Jr. Director                     August 6, 1996
Stanley M. Rumbough, Jr.

/s/ E. Kirk Shelton          Director                     August 6, 1996
E. Kirk Shelton

- ----------------------       Director 
Janice G. Davidson

_____________________         Director
Robert M. Davidson

_____________________         Director
Kenneth A. Williams


                           EXHIBIT INDEX


Exhibit Number        Description                              Page


     5         Opinion of Jeffrey A. Gershowitz, Esq. as to       8
               legality of the securities being registered

   15          Letter re: Unaudited Interim Financial Information 9

   23.1        Consent of Jeffrey A. Gershowitz, Esq. (included
               in the opinion filed as Exhibit 5 hereto)

   23.2        Consent of Ernst & Young LLP                      10

   23.3        Consent of Deloitte & Touche LLP                  11

   24          Powers of Attorney of certain officers and
               directors of the Registrant (included on the
               signature page of this Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16539}]
{"company-data": {"conformed-name": "CUC INTERNATIONAL INC /DE/", "cik": "0000723612", "assigned-sic": "7200", "irs-number": "060918165", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09655", "film-number": "96604434"}, "business-address": {"street1": "707 SUMMER ST", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2033249261"}, "mail-address": {"street1": "707 SUMMER ST", "city": "STAMFORD", "state": "CT", "zip": "06901"}, "former-company": {"former-conformed-name": "COMP U CARD INTERNATIONAL INC", "date-changed": "19870914"}}
As filed with the Securities and Exchange Commission on August 6,
1996.

                                   Registration No. 333 - _______

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
            _______________________________________
                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
            _______________________________________
                     CUC INTERNATIONAL INC.
     (Exact name of Registrant as Specified in its Charter)

      Delaware                             06-0918165
    (State or Other Jurisdiction          (I.R.S. Employer
     of Incorporation or Organization)     Identification No.)

                       707 Summer Street
                  Stamford, Connecticut 06901
(Address, including Zip Code, of Registrant's Principal Executive
Offices)

       Papyrus Design Group Inc. 1992  Stock Option Plan
                    (Full Title of the Plan)
            _______________________________________
                        Cosmo Corigliano
                     CUC INTERNATIONAL INC.
                       707 Summer Street
                  Stamford, Connecticut  06901
                         (203) 324-9261
(Name, Address, including zip code, and Telephone Number, including A
rea Code, of Agent for Service)
              _______________________________________

                  CALCULATION OF REGISTRATION FEE

 
                Amount of    Proposed    Proposed
Title of        Additional   Maximum     Maximum
Securities      Securities   Offering    Aggregate    Amount of
to be           to be        Price       Offering     Registration
Registered      Registered   Per Share   Price        Fee

Common Stock,    1,677 shares  $0.12(1)    $201.24(1)   ----------
$.01 par value   12,532 shares $0.21(1)    $2,631.72(1) ----------
                 8,890 shares  $0.66(1)    $5,867.40(1) ----------

Total            23,099 shares  -----      $8,700.36(1) $100.00(2)

(1)  Pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), the proposed maximum offering
price and the registration fee are based on the exercise price of
options outstanding.

(2)  Pursuant to Section 6(b) of the Securities Act, the registration
fee shall be 1/29 of one percent of the proposed maximum aggregate offering
price, but in no case shall it be less than $100.

                               PART I

            INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

  The documents containing the information specified in this Part I
has or will be sent or given to all participants in the Papyrus
Design Group Inc. 1992 Stock Option Plan (the "Plan") as specified
by Rule 428(b)(1) under the Securities Act.  Such documents are not
filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under
the Securities Act.  These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

  The following documents previously filed by CUC International Inc.
(the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1996;

(b)  The Registrant's Current Reports on Form 8-K filed with the
Commission on April 22, 1996; March 12, 1996; February 22, 1996;
and February 21, 1996;

(c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1996;

(d)  The Registrant's Current Report on Form 8-K filed with the
Commission on August 5, 1996; and

(e)  Description of the Registrant's common stock, par value $.01 per
share, contained in the Registrant's Registration Statement on
Form S-3 (File No. 33-47271) filed pursuant to the Securities Act
on April 17, 1992, as amended or updated pursuant to the
Securities Act.

  All documents and reports subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of 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 such 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

  Not applicable.

Item 5.   Interests of Named Experts and Counsel

  Jeffrey A. Gershowitz, Esq., has rendered an opinion on the
validity of the securities being registered under the Plan pursuant
to this Registration Statement.  Mr. Gershowitz is a vice president
and associate general counsel of the Comp-U-Card Division of the
Registrant.  A copy of this opinion is attached as Exhibit 5 to
this Registration Statement.

Item 6.   Indemnification of Directors and Officers

  Section 145 of the General Corporation Law of the State of Delaware
(the "GCL") empowers a Delaware corporation to indemnify any person
who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise.  The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in
good faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe such person's conduct was unlawful.  A Delaware
corporation may indemnify directors, officers, employees and other
agents of such corporation in an action by or in the right of the
corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the
corporation.  Where a director, officer, employee of agent of the
corporation is successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to above or in defense
of any claim, issue or matter therein, the corporation must
indemnify such person against the expenses (including attorney's
fees) which he or she actually and reasonably incurred in
connection therewith.

  The Registrant's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent
permitted by, and in the manner permissible under, the GCL.

  As permitted by Section 102(b)(7) of the GCL, the Registrant's
Restated Certificate of Incorporation contains a provision
eliminating the personal liability of a director to the Registrant
or its stockholders for monetary damages for breach of fiduciary
duty as a director, subject to certain exceptions.

Item 7.   Exemption from Registration Claimed

  No securities are to be reoffered or resold pursuant to this
Registration Statement.

Item 8.   Exhibits

  5.   Opinion of Jeffrey A. Gershowitz, Esq. as to the
       legality of the securities being registered

  15.  Letter re: Unaudited Interim Financial Information

 23.1  Consent of Jeffrey A. Gershowitz, Esq. (included in the
       opinion filed as Exhibit 5 hereto)

 23.2  Consent of Ernst & Young LLP

 23.3  Consent of Deloitte & Touche LLP

 24.   Powers of Attorney of certain officers and directors of
       the Registrant (included on the signature page of this
       Registration Statement)

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;

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

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

              provided, however, that paragraphs (a)(1)(i)
              and (a)(1)(iii) do not apply if 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 15(d)
              of the Exchange Act that are incorporated by reference
              in this Registration Statement.

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

                    (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, each filing of the Registrant's annual report pursuant
       to Section 13(a) or 15(d) of the Exchange Act that is
       incorporated by reference in this 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 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 Commission such
       indemnification is against public policy as expressed in the
       Securities Act and is, therefore, unenforceable.  In the
       event that a claim for indemnification against such
       liabilities (other than the payment by the Registrant of
       expenses incurred or paid by a director, officer or
       controlling person of 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 Securities Act and will be
       governed by the final adjudication of such issue.

                             SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
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
Stamford, State of Connecticut, on this 6th day of August, 1996.

                   CUC INTERNATIONAL INC.

                   By: /s/ Walter A. Forbes
                         Walter A. Forbes
                Chief Executive Officer and Chairman of the
                Board of Directors

                         POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Walter A. Forbes and
E. Kirk Shelton, and each and either 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,
without limitation, 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 or his substitute or substitutes, may lawfully 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 below by the following
persons in the capacities and on the dates indicated.

  Signature                        Title                        Date

/s/ Walter A. Forbes       Chief Executive Officer and    August 6, 1996
Walter A. Forbes           Chairman of the Board
                           (Principal Executive Officer)

/s/ Cosmo Corigliano       Senior Vice President and      August 6, 1996
Cosmo Corigliano           Chief Financial Officer
                           (Principal Financial and
                            Accounting Officer)

/s/ Bartlett Burnap        Director                       August 6, 1996
Bartlett Burnap

/s/ T. Barnes Donnelley    Director                       August 6, 1996
T. Barnes Donnelley

/s/ Stephen A. Greyser     Director                       August 6, 1996
Stephen A. Greyser

/s/ Christopher K. McLeod  Director                       August 6, 1996
Christopher K. McLeod

/s/ Burton C. Perfit       Director                       August 6, 1996
Burton C. Perfit

Robert P. Rittereiser      Director

/s/ Stanley M. Rumbough, Jr. Director                     August 6, 1996
Stanley M. Rumbough, Jr.

/s/ E. Kirk Shelton          Director                     August 6, 1996
E. Kirk Shelton

- ----------------------       Director 
Janice G. Davidson

_____________________         Director
Robert M. Davidson

_____________________         Director
Kenneth A. Williams

                           EXHIBIT INDEX

Exhibit Number        Description                              Page

     5         Opinion of Jeffrey A. Gershowitz, Esq. as to       8
               legality of the securities being registered

   15          Letter re: Unaudited Interim Financial Information 9

   23.1        Consent of Jeffrey A. Gershowitz, Esq. (included
               in the opinion filed as Exhibit 5 hereto)

   23.2        Consent of Ernst & Young LLP                      10

   23.3        Consent of Deloitte & Touche LLP                  11

   24          Powers of Attorney of certain officers and
               directors of the Registrant (included on the
               signature page of this Registration Statement)