As filed with the Securities and Exchange Commission on December 21, 1995.
                                                 Registration No. 033-      
   _____________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C. 20549
                                  _______________

                                     FORM S-8
                              Registration Statement
                                       Under
                            The Securities Act of 1933
                                  _______________

                            THERMO ELECTRON CORPORATION
              (Exact name of registrant as specified in its charter)
                                  _______________


           DELAWARE                                             04-2209186
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                        Identification Number)
     

                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                (Address of Principal Executive Offices) (Zip Code)


              THERMO REMEDIATION INC. EMPLOYEES' STOCK PURCHASE PLAN
                               (Full Title of Plan)


                           Sandra L. Lambert, Secretary
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                      (Name and Address of Agent for Service)

                                    Copies to:
                     Seth H. Hoogasian, Esq., General Counsel
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046

                                   (617) 622-1000
           (Telephone Number, Including Area Code, of Agent For Service)


                                  ---------------
PAGE
<PAGE>





                          CALCULATION OF REGISTRATION FEE
                                               

      Title of                  Proposed      Proposed
     securities     Amount      Maximum       Maximum       Amount of
       to be         to be      Offering     Aggregate     Registration
     registered   registered   Price Per   Offering Price      Fee
                                 Share
   Common Stock,
     $1.00 par      37,500                                       
     value per      shares    $48 1/4 (1)  $1,809,375 (1)    $362 (1)
       share 

   _______________

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457(g) under the Securities Act
     of 1933.  The calculation of the proposed maximum aggregate offering
     price has been based upon (1) the registration hereunder of an aggregate
     of 37,500 shares and (2) the average of the high and low sales prices,
     $48 7/8 and $47 5/8, respectively, of the Registrant's Common Stock on
     the New York Stock Exchange on December 18, 1995 as reported in The Wall
     Street Journal.
PAGE
<PAGE>




                                      PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I is included in documents sent or
   given to participants in the Thermo Remediation Inc. Employees' Stock
   Purchase Plan pursuant to Rule 428(b) (1) under the Securities Act of 1933,
   as amended (the "Securities Act").



                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The Registrant is subject to the informational and reporting
   requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
   therewith files reports, proxy statements and other information with the
   Securities and Exchange Commission (the "Commission").  The following
   documents, which are on file with the Commission, are incorporated in this
   Registration Statement by reference:

      (a)  The Company's Annual Report on Form 10-K for the year ended
           December 31, 1994, as amended.

      (b)  The Company's Current Report on Form 8-K filed with the Commission
           on March 6, 1995 with respect to events occurring on March 2, 1995.
 
     (c)  The Company's Quarterly Report on Form 10-Q for the three-month
          period ended April 1, 1995, as amended.

     (d)  The Company's Quarterly Report on Form 10-Q for the three-month
          period ended July 1, 1995.

     (e)  The Company's Quarterly Report on Form 10-Q for the three-month
          period ended September 30, 1995.

     (f)  The description of the Common Stock which is contained in the
          Company's Registration Statement on Form 8-A, filed under the
          Exchange Act, as amended.

      All reports or proxy statements filed by the Company pursuant to
 Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
 date of this Registration Statement and prior to the filing of a
 post-effective amendment that indicates that all securities offered herein
 have been sold, or that 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 respective dates of filing such
 documents.

   Item 4.  Description of Securities.

        Not applicable.
                                            

                                        1
PAGE
<PAGE>




   Item 5.  Interests of Named Experts and Counsel.

      The validity of the Common Stock offered hereby has been passed upon by
 Seth H. Hoogasian, Esq., General Counsel of the Company.  Mr. Hoogasian owns
 or has the right to acquire, pursuant to the exercise of stock options,
 shares of the Common Stock of the Company and of certain of the Company's
 subsidiaries, the fair market value of which exceeds $50,000.

   Item 6.  Indemnification of Directors and Officers. 

      The Delaware General Corporation Law and the Company's Amended and
 Restated Certificate of Incorporation and By-Laws limit the monetary
 liability of directors to the Company and to its stockholders and provide for
 indemnification of the Company's officers and directors for liabilities and
 expenses that they may incur in such capacities. In general, officers and
 directors are indemnified with respect to actions taken in good faith in a
 manner reasonably believed to be in, or not opposed to, the best interests of
 the Company, and with respect to any criminal action or proceeding, actions
 that the indemnitee had no reasonable cause to believe were unlawful. The
 Company also has indemnification agreements with its directors and officers
 that provide for the maximum indemnification allowed by law.  

      The Registrant maintains officers' and directors' insurance covering
 certain liabilities that may be incurred by officers and directors in the
 performance of their duties.

 Item 7.  Exemption of Registration Claimed.

        Not Applicable.

   Item 8.  Exhibits.

      The Exhibit Index immediately preceding the exhibits is attached hereto
 and incorporated herein by reference.  

   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.  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 and 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 20 percent change in


                                        2
PAGE
<PAGE>




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






                                        3
PAGE
<PAGE>




                                    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 Waltham, Commonwealth of
   Massachusetts, on this 20th day of December, 1995.

                                 THERMO ELECTRON CORPORATION
                                 By:  George N. Hatsopoulos
                                      ----------------------
                                      George N. Hatsopoulos, President 
                                      and Chief Executive Officer



                                 POWER OF ATTORNEY

        Each of the undersigned Directors and Officers of Thermo Electron
  Corporation hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Jonathan
  W. Painter, Seth H. Hoogasian and Sandra L. Lambert, and each of them, his
  true and lawful attorneys-in-fact and agents, with full power of
  substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all 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 thereof.

       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


                              President, Chief Executive  December 20, 1995
                              Officer, Chairman of the 
   George N. Hatsopoulos      Board and Director
   George N. Hatsopoulos



                              Executive Vice President    December 20, 1995
   John N. Hatsopoulos        and Chief Financial Officer
   John N. Hatsopoulos


                              Vice President, Finance     December 20, 1995
   Paul F. Kelleher           (Chief Accounting Officer)



                                        4
PAGE
<PAGE>




            Signature            Title                         Date


   Paul F. Kelleher           Vice President, Finance     December 20, 1995
   Paul F. Kelleher           (Chief Accounting Officer)

                              Director                    December __, 1995
   John M. Albertine



   Peter O. Crisp             Director                    December 20, 1995
   Peter O. Crisp



   Elias P. Gyftopoulos       Director                    December 20, 1995
   Elias P. Gyftopoulos



                              Director                    December __, 1995
   Frank Jungers



   Robert A. McCabe           Director                    December 20, 1995
   Robert A. McCabe



                              Director                    December __, 1995
   Frank E. Morris



   Donald E. Noble            Director                    December 20, 1995

   Donald E. Noble


   Hutham S. Olayan           Director                    December 20, 1995

   Hutham S. Olayan


                              Director                    December __, 1995

   Roger D. Wellington








                                        5
PAGE
<PAGE>






                                   EXHIBIT INDEX


   Exhibit 
   Number         Description                                  Page


   5              Opinion of Seth H. Hoogasian, Esq.             7

   23.1           Consent of Arthur Andersen LLP                 8

   23.2           Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5.1).

   24             Power of Attorney (see signature pages 
                  to this Registration Statement).






































                                        6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16709}]
{"company-data": {"conformed-name": "THERMO ELECTRON CORP", "cik": "0000097745", "assigned-sic": "3829", "irs-number": "042209186", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65241", "film-number": "95603442"}, "business-address": {"street1": "81 WYMAN ST", "street2": "P O BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02254", "phone": "6176221000"}}
As filed with the Securities and Exchange Commission on December 21, 1995.
                                                 Registration No. 033-      
   _____________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C. 20549
                                  _______________

                                     FORM S-8
                              Registration Statement
                                       Under
                            The Securities Act of 1933
                                  _______________

                            THERMO ELECTRON CORPORATION
              (Exact name of registrant as specified in its charter)
                                  _______________

           DELAWARE                                             04-2209186
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                        Identification Number)
     

                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                (Address of Principal Executive Offices) (Zip Code)

              THERMO REMEDIATION INC. EMPLOYEES' STOCK PURCHASE PLAN
                               (Full Title of Plan)

                           Sandra L. Lambert, Secretary
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                      (Name and Address of Agent for Service)

                                    Copies to:
                     Seth H. Hoogasian, Esq., General Counsel
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046

                                   (617) 622-1000
           (Telephone Number, Including Area Code, of Agent For Service)

                                  ---------------
PAGE
CALCULATION OF REGISTRATION FEE
                                               

      Title of                  Proposed      Proposed
     securities     Amount      Maximum       Maximum       Amount of
       to be         to be      Offering     Aggregate     Registration
     registered   registered   Price Per   Offering Price      Fee
                                 Share
   Common Stock,
     $1.00 par      37,500                                       
     value per      shares    $48 1/4 (1)  $1,809,375 (1)    $362 (1)
       share 

   _______________

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457(g) under the Securities Act
     of 1933.  The calculation of the proposed maximum aggregate offering
     price has been based upon (1) the registration hereunder of an aggregate
     of 37,500 shares and (2) the average of the high and low sales prices,
     $48 7/8 and $47 5/8, respectively, of the Registrant's Common Stock on
     the New York Stock Exchange on December 18, 1995 as reported in The Wall
     Street Journal.
PAGE
PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I is included in documents sent or
   given to participants in the Thermo Remediation Inc. Employees' Stock
   Purchase Plan pursuant to Rule 428(b) (1) under the Securities Act of 1933,
   as amended (the "Securities Act").

                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The Registrant is subject to the informational and reporting
   requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
   therewith files reports, proxy statements and other information with the
   Securities and Exchange Commission (the "Commission").  The following
   documents, which are on file with the Commission, are incorporated in this
   Registration Statement by reference:

      (a)  The Company's Annual Report on Form 10-K for the year ended
           December 31, 1994, as amended.

      (b)  The Company's Current Report on Form 8-K filed with the Commission
           on March 6, 1995 with respect to events occurring on March 2, 1995.
 
     (c)  The Company's Quarterly Report on Form 10-Q for the three-month
          period ended April 1, 1995, as amended.

     (d)  The Company's Quarterly Report on Form 10-Q for the three-month
          period ended July 1, 1995.

     (e)  The Company's Quarterly Report on Form 10-Q for the three-month
          period ended September 30, 1995.

     (f)  The description of the Common Stock which is contained in the
          Company's Registration Statement on Form 8-A, filed under the
          Exchange Act, as amended.

      All reports or proxy statements filed by the Company pursuant to
 Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
 date of this Registration Statement and prior to the filing of a
 post-effective amendment that indicates that all securities offered herein
 have been sold, or that 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 respective dates of filing such
 documents.

   Item 4.  Description of Securities.

        Not applicable.
                                            

                                        1
PAGE
Item 5.  Interests of Named Experts and Counsel.

      The validity of the Common Stock offered hereby has been passed upon by
 Seth H. Hoogasian, Esq., General Counsel of the Company.  Mr. Hoogasian owns
 or has the right to acquire, pursuant to the exercise of stock options,
 shares of the Common Stock of the Company and of certain of the Company's
 subsidiaries, the fair market value of which exceeds $50,000.

   Item 6.  Indemnification of Directors and Officers. 

      The Delaware General Corporation Law and the Company's Amended and
 Restated Certificate of Incorporation and By-Laws limit the monetary
 liability of directors to the Company and to its stockholders and provide for
 indemnification of the Company's officers and directors for liabilities and
 expenses that they may incur in such capacities. In general, officers and
 directors are indemnified with respect to actions taken in good faith in a
 manner reasonably believed to be in, or not opposed to, the best interests of
 the Company, and with respect to any criminal action or proceeding, actions
 that the indemnitee had no reasonable cause to believe were unlawful. The
 Company also has indemnification agreements with its directors and officers
 that provide for the maximum indemnification allowed by law.  

      The Registrant maintains officers' and directors' insurance covering
 certain liabilities that may be incurred by officers and directors in the
 performance of their duties.

 Item 7.  Exemption of Registration Claimed.

        Not Applicable.

   Item 8.  Exhibits.

      The Exhibit Index immediately preceding the exhibits is attached hereto
 and incorporated herein by reference.  

   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.  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 and 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 20 percent change in

                                        2
PAGE
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 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 hereby undertakes that, for purposes of determining
 any liability under the Securities Act of 1933, each filing of the
 Registrant's annual report pursuant to section 13(a) or section 15(d) of the
 Securities Exchange Act of 1934 (and, where applicable, each filing of an
 employee benefit plan's annual report pursuant to section 15(d) of the
 Securities Exchange Act of 1934) that is incorporated by reference in the
 registration statement shall be deemed to be a new registration statement
 relating to the securities offered herein, and the offering of such
 securities at that time shall be 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.

                                        3
PAGE
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 Waltham, Commonwealth of
   Massachusetts, on this 20th day of December, 1995.

                                 THERMO ELECTRON CORPORATION
                                 By:  George N. Hatsopoulos
                                      ----------------------
                                      George N. Hatsopoulos, President 
                                      and Chief Executive Officer

                                 POWER OF ATTORNEY

        Each of the undersigned Directors and Officers of Thermo Electron
  Corporation hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Jonathan
  W. Painter, Seth H. Hoogasian and Sandra L. Lambert, and each of them, his
  true and lawful attorneys-in-fact and agents, with full power of
  substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all 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 thereof.

       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

                              President, Chief Executive  December 20, 1995
                              Officer, Chairman of the 
   George N. Hatsopoulos      Board and Director
   George N. Hatsopoulos

                              Executive Vice President    December 20, 1995
   John N. Hatsopoulos        and Chief Financial Officer
   John N. Hatsopoulos

                              Vice President, Finance     December 20, 1995
   Paul F. Kelleher           (Chief Accounting Officer)

                                        4
PAGE
Signature            Title                         Date

   Paul F. Kelleher           Vice President, Finance     December 20, 1995
   Paul F. Kelleher           (Chief Accounting Officer)

                              Director                    December __, 1995
   John M. Albertine

   Peter O. Crisp             Director                    December 20, 1995
   Peter O. Crisp

   Elias P. Gyftopoulos       Director                    December 20, 1995
   Elias P. Gyftopoulos

                              Director                    December __, 1995
   Frank Jungers

   Robert A. McCabe           Director                    December 20, 1995
   Robert A. McCabe

                              Director                    December __, 1995
   Frank E. Morris

   Donald E. Noble            Director                    December 20, 1995

   Donald E. Noble

   Hutham S. Olayan           Director                    December 20, 1995

   Hutham S. Olayan

                              Director                    December __, 1995

   Roger D. Wellington

                                        5
PAGE
EXHIBIT INDEX

   Exhibit 
   Number         Description                                  Page

   5              Opinion of Seth H. Hoogasian, Esq.             7

   23.1           Consent of Arthur Andersen LLP                 8

   23.2           Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5.1).

   24             Power of Attorney (see signature pages 
                  to this Registration Statement).

                                        6