As filed with the Securities and Exchange
                           Commission on May 10, 1996

                                      Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                             GRAFF PAY-PER-VIEW INC.
             (Exact name of Registrant as specified in its charter)

               DELAWARE                                   11-2917462
              (State of                                (I.R.S. employer
            incorporation)                           identification number)
                     536 BROADWAY, NEW YORK, NEW YORK 10012
                                                   (212) 941-1434
             (Address and telephone number of Registrant's principal
                               executive offices)
                                                   ------------

                        1995 EMPLOYEES' STOCK OPTION PLAN
                      AMENDED DIRECTORS' STOCK OPTION PLAN
                      1995 RESTRICTED STOCK INCENTIVE PLAN
                            (Full title of the Plans)

                           J. ROGER FAHERTY, CHAIRMAN
                             GRAFF PAY-PER-VIEW INC.
                     536 BROADWAY, NEW YORK, NEW YORK 10012
                                                   (212) 941-1434
            (Name, address and telephone number of agent for service)

                                   Copies to:
                           MICHAEL D. DIGIOVANNA, ESQ.
                           PARKER DURYEE ROSOFF & HAFT
                   529 FIFTH AVENUE, NEW YORK, NEW YORK 10017
                                                       (212) 599-0500

<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>


- ------------------------ -------------------- ----------------------- ------------------------ ----------------------
<CAPTION>

TITLE OF SECURITIES TO      AMOUNT TO BE         PROPOSED MAXIMUM        PROPOSED MAXIMUM            AMOUNT OF
     BE REGISTERED           REGISTERED         OFFERING PRICE PER      AGGREGATE OFFERING       REGISTRATION FEE
                                                      UNIT2                   PRICE2
- ------------------------ -------------------- ----------------------- ------------------------ ----------------------
<S>                           <C>                  <C>                <C>                       <C>    

Common Stock                  627,0001               $2.6875            $1,685,063                           $581
              
- ------------------------ -------------------- ----------------------- ------------------------ ----------------------
</TABLE>


(1)      Includes 400,000 shares of the Company's common stock, $.01 par value
         ("Common Stock") under the 1995 Employees' Stock Option Plan, 50,000
         shares of Common Stock under the Amended Directors' Stock Option Plan
         and 177,000 shares of Common Stock under the 1995 Restricted Stock
         Incentive Plan.

(2)      Estimated  solely for the  purpose of  calculating  the amount of the
         registration  fee  pursuant to Rule 457(h).

Pursuant to Rule 429, promulgated under the Securities Act of 1933, the
Prospectus forming a part of this Registration Statement also relates to 50,000
shares of Common Stock of the Registrant issuable upon exercise of options
granted or to be granted pursuant to the Directors' Stock Option Plan (now
referred to as the Amended and Restated Directors' Stock Option Plan ) and
initially included in the Registration Statement on Form S-8 (File No. 33-
82974), effective on August 18, 1994. An aggregate filing fee of $2,000 was
previously paid with such earlier Registration Statement.


<PAGE>


- ------------------------------------------------------------------------------
                                    PART II
- ------------------------------------------------------------------------------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Graff Pay-Per-View Inc.
         (the "Registrant")  with the Commission (File
         No. 0-21150) are incorporated herein by reference:

         (a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1995, as amended by a Form 10K/A-1; and

         (b) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated January 26, 1993 filed with the
Commission.

         All reports and other document subsequently filed by the Registrant
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the effective date of this Registration
Statement and prior the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents (such documents and the documents listed
above are referred to as "Incorporated Documents"). Any statement contained in
the Incorporated Documents shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statements so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock of Registrant is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law, subject to
various exceptions and limitations, the Registrant may indemnify its directors
or officers if such director or officer is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by
or in the right of the Registrant by reason of the fact that he is or was
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Registrant, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful, except, in the case of an action by or in the right of the
Registrant to procure a judgment in its favor, as to any matter which such
person shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty. The Registrant shall indemnify its directors or
officers to the extent that they have been successful on the merits or otherwise
in defense of any such action, suit or proceeding, or in the defense of any
claim, issue or matter therein, against expenses (including attorney's fees)
actually and reasonably incurred by them in connection therewith. In addition,
Delaware law permits a corporation to limit or eliminate the liability of a
director to the corporation and its shareholders for negligent breaches of such
directors' fiduciary duties in certain circumstances. The foregoing statement is
qualified in its entirety by the detailed provisions of Sections 145 and 102 of
the Delaware General Corporation Law.

         The Registrant's Certificate of Incorporation and By-laws contain
provisions with respect to the indemnification of directors and officers which
provide for indemnification and limitation or elimination of liabilities to the
full extent provided by Delaware law as described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

                  4.01       -      1995  Employee's  Stock Option Plan. 
                                    Incorporated by reference to Exhibit 1 to
                                    the  Registrant's  Proxy Statement (the 
                                    "1995 Proxy  Statement") for its Annual
                                    Meeting of Stockholders held June 21, 1995.

                  4.02       -      Amended and Restated Directors' Stock
                                    Option Plan.

                  4.03     -        1995 Restricted Stock Incentive Plan.

                                            5.01 - Opinion of Parker Duryee
                                    Rosoff & Haft as to the legality of
                                    securities issued under the 1995 Employees'
                                    Stock Option Plan, the Amended Directors'
                                    Stock Option Plan, the 1995 Restricted Stock
                                    Incentive
                                    Plan, including consent of such counsel.

                  23.01      -      Consent of Coopers & Lybrand L.L.P.

                  23.02      -      Consent of Price Waterhouse LLP





ITEM 9.  UNDERTAKINGS

         (A) The Registrant hereby undertakes:

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

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

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

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

provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if 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 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 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 registration statement shall be deemed to be
                  a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

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



                                   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 New York, State of New York on May 10, 1996.

                                                GRAFF PAY-PER-VIEW INC.


                                                By:   /S/J. ROGER FAHERTY
                                                  -------------------------
                                                     J. Roger Faherty,
                                                   Chairman of the Board


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

/S/ J. ROGER FAHERTY            Chief Executive            May 10, 1996
- ---------------------------     and Financial Officer and
   J. Roger Faherty             Chairman of the Board
                                (Principal Executive,
                                Financial and Accounting
                                Officer)
                               

    /S/ EDWARD M. SPECTOR       President, Chief          May 10, 1996
- ---------------------------     Operating Officer
   Edward M. Spector            and Director    
                                          

     /S/ LELAND H. NOLAN        Director                  May 10, 1996
- ---------------------------   
    Leland H. Nolan

     /S/ MARK GRAFF             Director                  May 10, 1996
- ---------------------------   
 Mark Graff

     /S/ MARVIN SMALL            Director                 May 10, 1996
- --------------------------- 
    Marvin Small

    /S/ DEAN ERICSON             Director                 May  10, 1996
- --------------------------- 
    Dean Ericson




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16484}]
{"company-data": {"conformed-name": "GRAFF PAY PER VIEW INC /DE/", "cik": "0000839431", "assigned-sic": "4841", "irs-number": "112917462", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03545", "film-number": "96560400"}, "business-address": {"street1": "536 BROADWAY", "street2": "7TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10012", "phone": "2129411434"}, "mail-address": {"street1": "536 BROADWAY", "street2": "7TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "JERICAP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange
                           Commission on May 10, 1996

                                      Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             GRAFF PAY-PER-VIEW INC.
             (Exact name of Registrant as specified in its charter)

               DELAWARE                                   11-2917462
              (State of                                (I.R.S. employer
            incorporation)                           identification number)
                     536 BROADWAY, NEW YORK, NEW YORK 10012
                                                   (212) 941-1434
             (Address and telephone number of Registrant's principal
                               executive offices)
                                                   ------------

                        1995 EMPLOYEES' STOCK OPTION PLAN
                      AMENDED DIRECTORS' STOCK OPTION PLAN
                      1995 RESTRICTED STOCK INCENTIVE PLAN
                            (Full title of the Plans)

                           J. ROGER FAHERTY, CHAIRMAN
                             GRAFF PAY-PER-VIEW INC.
                     536 BROADWAY, NEW YORK, NEW YORK 10012
                                                   (212) 941-1434
            (Name, address and telephone number of agent for service)

                                   Copies to:
                           MICHAEL D. DIGIOVANNA, ESQ.
                           PARKER DURYEE ROSOFF & HAFT
                   529 FIFTH AVENUE, NEW YORK, NEW YORK 10017
                                                       (212) 599-0500
CALCULATION OF REGISTRATION FEE

- ------------------------ -------------------- ----------------------- ------------------------ ----------------------
TITLE OF SECURITIES TO      AMOUNT TO BE         PROPOSED MAXIMUM        PROPOSED MAXIMUM            AMOUNT OF
     BE REGISTERED           REGISTERED         OFFERING PRICE PER      AGGREGATE OFFERING       REGISTRATION FEE
                                                      UNIT2                   PRICE2
- ------------------------ -------------------- ----------------------- ------------------------ ----------------------
Common Stock                  627,0001               $2.6875            $1,685,063                           $581
              
- ------------------------ -------------------- ----------------------- ------------------------ ----------------------
(1)      Includes 400,000 shares of the Company's common stock, $.01 par value
         ("Common Stock") under the 1995 Employees' Stock Option Plan, 50,000
         shares of Common Stock under the Amended Directors' Stock Option Plan
         and 177,000 shares of Common Stock under the 1995 Restricted Stock
         Incentive Plan.

(2)      Estimated  solely for the  purpose of  calculating  the amount of the
         registration  fee  pursuant to Rule 457(h).

Pursuant to Rule 429, promulgated under the Securities Act of 1933, the
Prospectus forming a part of this Registration Statement also relates to 50,000
shares of Common Stock of the Registrant issuable upon exercise of options
granted or to be granted pursuant to the Directors' Stock Option Plan (now
referred to as the Amended and Restated Directors' Stock Option Plan ) and
initially included in the Registration Statement on Form S-8 (File No. 33-
82974), effective on August 18, 1994. An aggregate filing fee of $2,000 was
previously paid with such earlier Registration Statement.
- ------------------------------------------------------------------------------
                                    PART II
- ------------------------------------------------------------------------------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Graff Pay-Per-View Inc.
         (the "Registrant")  with the Commission (File
         No. 0-21150) are incorporated herein by reference:

         (a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1995, as amended by a Form 10K/A-1; and

         (b) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated January 26, 1993 filed with the
Commission.

         All reports and other document subsequently filed by the Registrant
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the effective date of this Registration
Statement and prior the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents (such documents and the documents listed
above are referred to as "Incorporated Documents"). Any statement contained in
the Incorporated Documents shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statements so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock of Registrant is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law, subject to
various exceptions and limitations, the Registrant may indemnify its directors
or officers if such director or officer is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by
or in the right of the Registrant by reason of the fact that he is or was
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Registrant, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful, except, in the case of an action by or in the right of the
Registrant to procure a judgment in its favor, as to any matter which such
person shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty. The Registrant shall indemnify its directors or
officers to the extent that they have been successful on the merits or otherwise
in defense of any such action, suit or proceeding, or in the defense of any
claim, issue or matter therein, against expenses (including attorney's fees)
actually and reasonably incurred by them in connection therewith. In addition,
Delaware law permits a corporation to limit or eliminate the liability of a
director to the corporation and its shareholders for negligent breaches of such
directors' fiduciary duties in certain circumstances. The foregoing statement is
qualified in its entirety by the detailed provisions of Sections 145 and 102 of
the Delaware General Corporation Law.

         The Registrant's Certificate of Incorporation and By-laws contain
provisions with respect to the indemnification of directors and officers which
provide for indemnification and limitation or elimination of liabilities to the
full extent provided by Delaware law as described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

                  4.01       -      1995  Employee's  Stock Option Plan. 
                                    Incorporated by reference to Exhibit 1 to
                                    the  Registrant's  Proxy Statement (the 
                                    "1995 Proxy  Statement") for its Annual
                                    Meeting of Stockholders held June 21, 1995.

                  4.02       -      Amended and Restated Directors' Stock
                                    Option Plan.

                  4.03     -        1995 Restricted Stock Incentive Plan.

                                            5.01 - Opinion of Parker Duryee
                                    Rosoff & Haft as to the legality of
                                    securities issued under the 1995 Employees'
                                    Stock Option Plan, the Amended Directors'
                                    Stock Option Plan, the 1995 Restricted Stock
                                    Incentive
                                    Plan, including consent of such counsel.

                  23.01      -      Consent of Coopers & Lybrand L.L.P.

                  23.02      -      Consent of Price Waterhouse LLP

ITEM 9.  UNDERTAKINGS

         (A) The Registrant hereby undertakes:

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

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

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

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

provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if 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 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 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 registration statement shall be deemed to be
                  a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

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

         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 New York, State of New York on May 10, 1996.

                                                GRAFF PAY-PER-VIEW INC.

                                                By:   /S/J. ROGER FAHERTY
                                                  -------------------------
                                                     J. Roger Faherty,
                                                   Chairman of the Board

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

/S/ J. ROGER FAHERTY            Chief Executive            May 10, 1996
- ---------------------------     and Financial Officer and
   J. Roger Faherty             Chairman of the Board
                                (Principal Executive,
                                Financial and Accounting
                                Officer)
                               

    /S/ EDWARD M. SPECTOR       President, Chief          May 10, 1996
- ---------------------------     Operating Officer
   Edward M. Spector            and Director    
                                          

     /S/ LELAND H. NOLAN        Director                  May 10, 1996
- ---------------------------   
    Leland H. Nolan

     /S/ MARK GRAFF             Director                  May 10, 1996
- ---------------------------   
 Mark Graff

     /S/ MARVIN SMALL            Director                 May 10, 1996
- --------------------------- 
    Marvin Small

    /S/ DEAN ERICSON             Director                 May  10, 1996
- --------------------------- 
    Dean Ericson