Registration No. 33-
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                                
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                
                                
                  ORBITAL SCIENCES CORPORATION
     (Exact Name of Registrant as specified in its charter)
                                
           Delaware                     06-1209561
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
                                
                    21700 Atlantic Boulevard
                     Dulles, Virginia  20166
       (Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
                                
       ORBITAL SCIENCES CORPORATION 1990 STOCK OPTION PLAN
                                
  ORBITAL SCIENCES CORPORATION 1990 STOCK OPTION PLAN FOR NON-
                       EMPLOYEE DIRECTORS
                    (Full Titles of the Plans)
                                
                     Leslie C. Seeman, Esq.
            Senior Vice President and General Counsel
                  Orbital Sciences Corporation
                    21700 Atlantic Boulevard
                     Dulles, Virginia  20166
                         (703) 406-5000
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
                                        
<TABLE>
<CAPTION>
 Title of Each Class                  Proposed Maximum        Proposed                 
          of           Amount to be  Offering Price Per       Maximum                  
   Securities to be     Registered        Share(1)           Aggregate      Amount of Registration
      Registered                                              Offering               Fee
                                                              Price<F1>
<S>                    <C>           <C>                     <C>            <C>                           
 1990 Stock Option                                                                     
 Plan                                                                                 
                         975,000           $16.875          $16,453,125           $5,673.49
 Common Stock, $0.01
 par value
 
 1990 Stock Option                                                                     
 Plan for Non-                                                                         
 Employee Directors                                                                    
                          50,000           $16.875            $84,375              $290.95
 Common Stock, $0.01
 par value

<FN>  Estimated solely for calculating the amount of the registration fee,
     pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
     the average of the high and low sales prices of the Common Stock of Orbital
     Sciences Corporation in trading on the National Association of Securities
     Dealers, Inc. Automated Quotations National Market System on August 29,
     1995.

</TABLE>

   The date of this Registration Statement is August 30, 1995.
                                
Pursuant to General Instruction E on Form S-8 regarding the
registration of additional securities, Orbital Sciences
Corporation (the "Company") hereby is registering additional
shares of common stock, par value $.01 per share, in the number
set forth on the cover page of this Registration Statement.  Such
shares are of the same class as other securities of the Company for
which previous registration statements have been filed with the
Securities and Exchange Commission (the "Commission) relating to
the Company's 1990 Stock Option Plan (the "1990 Plan") and
1990 Stock Option Plan for Non-Employee Directors (the "Non-
Employee Directors Plan"), and such registration statements, as
listed below, are incorporated by reference herein:
      
      Registration Statement on Form S-8, registering shares
      issued in connection with the 1990 Plan and Non-Employee
      Directors Plan, File No. 33-47789 (filed on May 8, 1992); and
      
      Registration Statement on Form S-8, registering shares
      issued in connection with the 1990 Plan, File No. 33-84296
      (filed on September 22, 1994).
                                
Pursuant to Rule E, this Registration Statement contains such
information required by Form S-8 that is not otherwise included
in the above-listed registration statements.

                             PART II
                                

Item 3.   Incorporation of Certain Documents by Reference

     The following documents previously filed with the Commission
are incorporated herein by reference:

          (a)  The Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1994;
     
          (b)  Quarterly Reports on Form 10-Q for the
     Quarters Ended March 31, 1995 and June 30, 1995;
     
          (c)  Amendment No. 2 to the Company's Report on Form 8-
     K/A dated November 29, 1994, filed with the Commission on
     January 11, 1995 and the Company's Current Reports on Form 8-
     K filed on February 8, 1995 and March 15, 1995; and
     
          (d)  The description of the Company's Common Stock
     contained in the Company's Registration Statement on
     Form 8-A filed under Section 12 of the Securities
     Exchange Act of 1934, as amended, and all amendments or
     reports filed for the purpose of updating that
     description.
     
     All reports and other documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports
and documents.

     Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549.  Copies of such materials can also be
obtained at prescribed rates from the Public Reference Section of
the Commission at its principal offices at 450 Fifth Street,
N.W., Washington, DC 20549.


Item 8.   Exhibits

     The following exhibits are to be filed as a part of this
Registration Statement.  Where such filing is made by
incorporation by reference to a previously filed statement or
report, such statement or report is identified in parentheses.

Exhibit                          
                      Description
   
 No.
 4.1   Restated Certificate of Incorporation
       (incorporated by reference to Exhibit 3.1 to the
       Company's Registration Statement on Form S-1
       (File Number 33-33453) filed on February 9, 1990
       and effective on April 24, 1990).
 4.2   By-Laws of the Company (incorporated by reference
       to Exhibit 3.2 to the Company's Registration
       Statement on Form S-1 (File Number 33-33453)
       filed on February 9, 1990 and effective on
       April 24, 1990).
 4.3   Specimen Certificate of Common Stock
       (incorporated by reference to Exhibit 4.1 to the
       Company's Registration Statement on Form S-1
       (File Number 33-33453) filed on February 9, 1990
       and effective on April 24, 1990).
 4.4   Orbital Sciences Corporation 1990 Stock Option
       Plan, restated as of April 27, 1995 (incorporated
       by reference to Exhibit 10.5.1 to the Company's
       Report on Form 10-Q for the quarter ended June
       30, 1995, filed on August 14, 1995.)
 4.5   Orbital Sciences Corporation 1990 Stock Option
       Plan for Non-Employee Directors, restated as of
       April 27, 1995 (incorporated by reference to
       Exhibit 10.5.2 to the Company's Report on Form 10-
       Q for the quarter ended June 30, 1995, filed on
       August 14, 1995.)
 5     Opinion of Ropes & Gray (transmitted herewith).
 23.1  Consent of Ropes & Gray (contained in Exhibit 5).
 23.2  Consent of KPMG Peat Marwick LLP (transmitted
       herewith).
                                
Item 9.   Undertakings

The Company 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; and (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 (i) and (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 (i) and (ii) is contained in periodic reports
     filed by the Company 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.

(4)  That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the Company'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 therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Company 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 County of Loudoun, the Commonwealth of
Virginia, on this 30th day of August, 1995.

                              ORBITAL SCIENCES CORPORATION


                              By   /s/ David W. Thompson
                               David W. Thompson, Chairman
                               of the Board, President and
                               Chief Executive Officer


          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and as of  the 30th day of
August, 1995.   Each person whose
signature appears below hereby authorizes each of David W.
Thompson, Leslie C. Seeman  and Mary Ellen Seravalli and appoints
each of them singly his attorney-in-fact, each with full power of
substitution, to execute in his name, place and stead, in any and
all capacities, any post-effective amendment to this Registration
Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, making such further changes in this
Registration Statement as the Company deems appropriate.

           Signature                        Title
                                
 /s/ David W. Thompson          Chairman of the Board,
 David W. Thompson              President and Chief
                                Executive Officer; Director
                                
                                
 /s/ Carlton B. Crenshaw        Senior Vice
 Carlton B. Crenshaw            President/Finance and
                                Administration and
                                Treasurer/ Chief Financial
                                Officer
                                
                                
 /s/ Jeffrey V. Pirone          Vice President and
 Jeffrey V. Pirone              Controller
                                
                                
 /s/ Bruce W. Ferguson          Executive Vice President and
 Bruce W. Ferguson              General Manager/
                                Communications and
                                Information Systems Group;
                                Director
                                
                                
 /s/ James R. Thompson          Executive Vice President and
 James R. Thompson              General Manager/ Launch
                                Systems Group; Director
                                
                                
 /s/ Jack A. Frohbieter         Executive Vice President and
 Jack A. Frohbieter             General Manager/ Space and
                                Electronics Systems Group;
                                Director
                                
                                
                                
 /s/ Fred C. Alcorn                       Director
 Fred C. Alcorn
                                
                                
 /s/ Kelly H. Burke                       Director
 Kelly H. Burke
                                
                                
 /s/ Daniel J. Fink                       Director
 Daniel J. Fink
                                
                                
 /s/ Lennard A. Fisk                      Director
 Lennard A. Fisk
                                
                                
 /s/ Jack L. Kerrebrock                   Director
 Jack L. Kerrebrock
                                
                                
 /s/ J. Paul Kinloch                      Director
 J. Paul Kinloch
                                
                                
 /s/ Douglas L. Luke                      Director
 Douglas S. Luke
                                
                                
 /s/ John L. McLucas                      Director
 John L. McLucas
                                
                                
 /s/ Harrison H. Schmitt                  Director
 Harrison H. Schmitt
                                
                                
 /s/ Scott L. Webster                     Director
 Scott L. Webster               




C:\LEGAL\SEC-FILE\S8.95
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16772}]
{"company-data": {"conformed-name": "ORBITAL SCIENCES CORP /DE/", "cik": "0000820736", "assigned-sic": "3760", "irs-number": "061209561", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62277", "film-number": "95569549"}, "business-address": {"street1": "21700 ATLANTIC BOULEVARD", "city": "DULLES", "state": "VA", "zip": "20166", "phone": "7034065000"}, "mail-address": {"street2": "21700 ATLANTIC BLVD", "city": "DULLES", "state": "VA", "zip": "20166"}, "former-company": {"former-conformed-name": "ORBITAL SCIENCES CORP II", "date-changed": "19900212"}}
Registration No. 33-
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                                
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                
                                
                  ORBITAL SCIENCES CORPORATION
     (Exact Name of Registrant as specified in its charter)
                                
           Delaware                     06-1209561
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
                                
                    21700 Atlantic Boulevard
                     Dulles, Virginia  20166
       (Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
                                
       ORBITAL SCIENCES CORPORATION 1990 STOCK OPTION PLAN
                                
  ORBITAL SCIENCES CORPORATION 1990 STOCK OPTION PLAN FOR NON-
                       EMPLOYEE DIRECTORS
                    (Full Titles of the Plans)
                                
                     Leslie C. Seeman, Esq.
            Senior Vice President and General Counsel
                  Orbital Sciences Corporation
                    21700 Atlantic Boulevard
                     Dulles, Virginia  20166
                         (703) 406-5000
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
Title of Each Class                  Proposed Maximum        Proposed                 
          of           Amount to be  Offering Price Per       Maximum                  
   Securities to be     Registered        Share(1)           Aggregate      Amount of Registration
      Registered                                              Offering               Fee
                                                              Price
1990 Stock Option                                                                     
 Plan                                                                                 
                         975,000           $16.875          $16,453,125           $5,673.49
 Common Stock, $0.01
 par value
 
 1990 Stock Option                                                                     
 Plan for Non-                                                                         
 Employee Directors                                                                    
                          50,000           $16.875            $84,375              $290.95
 Common Stock, $0.01
 par value
Estimated solely for calculating the amount of the registration fee,
     pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
     the average of the high and low sales prices of the Common Stock of Orbital
     Sciences Corporation in trading on the National Association of Securities
     Dealers, Inc. Automated Quotations National Market System on August 29,
     1995.
The date of this Registration Statement is August 30, 1995.
                                
Pursuant to General Instruction E on Form S-8 regarding the
registration of additional securities, Orbital Sciences
Corporation (the "Company") hereby is registering additional
shares of common stock, par value $.01 per share, in the number
set forth on the cover page of this Registration Statement.  Such
shares are of the same class as other securities of the Company for
which previous registration statements have been filed with the
Securities and Exchange Commission (the "Commission) relating to
the Company's 1990 Stock Option Plan (the "1990 Plan") and
1990 Stock Option Plan for Non-Employee Directors (the "Non-
Employee Directors Plan"), and such registration statements, as
listed below, are incorporated by reference herein:
      
      Registration Statement on Form S-8, registering shares
      issued in connection with the 1990 Plan and Non-Employee
      Directors Plan, File No. 33-47789 (filed on May 8, 1992); and
      
      Registration Statement on Form S-8, registering shares
      issued in connection with the 1990 Plan, File No. 33-84296
      (filed on September 22, 1994).
                                
Pursuant to Rule E, this Registration Statement contains such
information required by Form S-8 that is not otherwise included
in the above-listed registration statements.

                             PART II
                                

Item 3.   Incorporation of Certain Documents by Reference

     The following documents previously filed with the Commission
are incorporated herein by reference:

          (a)  The Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1994;
     
          (b)  Quarterly Reports on Form 10-Q for the
     Quarters Ended March 31, 1995 and June 30, 1995;
     
          (c)  Amendment No. 2 to the Company's Report on Form 8-
     K/A dated November 29, 1994, filed with the Commission on
     January 11, 1995 and the Company's Current Reports on Form 8-
     K filed on February 8, 1995 and March 15, 1995; and
     
          (d)  The description of the Company's Common Stock
     contained in the Company's Registration Statement on
     Form 8-A filed under Section 12 of the Securities
     Exchange Act of 1934, as amended, and all amendments or
     reports filed for the purpose of updating that
     description.
     
     All reports and other documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports
and documents.

     Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549.  Copies of such materials can also be
obtained at prescribed rates from the Public Reference Section of
the Commission at its principal offices at 450 Fifth Street,
N.W., Washington, DC 20549.

Item 8.   Exhibits

     The following exhibits are to be filed as a part of this
Registration Statement.  Where such filing is made by
incorporation by reference to a previously filed statement or
report, such statement or report is identified in parentheses.

Exhibit                          
                      Description
   
 No.
 4.1   Restated Certificate of Incorporation
       (incorporated by reference to Exhibit 3.1 to the
       Company's Registration Statement on Form S-1
       (File Number 33-33453) filed on February 9, 1990
       and effective on April 24, 1990).
 4.2   By-Laws of the Company (incorporated by reference
       to Exhibit 3.2 to the Company's Registration
       Statement on Form S-1 (File Number 33-33453)
       filed on February 9, 1990 and effective on
       April 24, 1990).
 4.3   Specimen Certificate of Common Stock
       (incorporated by reference to Exhibit 4.1 to the
       Company's Registration Statement on Form S-1
       (File Number 33-33453) filed on February 9, 1990
       and effective on April 24, 1990).
 4.4   Orbital Sciences Corporation 1990 Stock Option
       Plan, restated as of April 27, 1995 (incorporated
       by reference to Exhibit 10.5.1 to the Company's
       Report on Form 10-Q for the quarter ended June
       30, 1995, filed on August 14, 1995.)
 4.5   Orbital Sciences Corporation 1990 Stock Option
       Plan for Non-Employee Directors, restated as of
       April 27, 1995 (incorporated by reference to
       Exhibit 10.5.2 to the Company's Report on Form 10-
       Q for the quarter ended June 30, 1995, filed on
       August 14, 1995.)
 5     Opinion of Ropes & Gray (transmitted herewith).
 23.1  Consent of Ropes & Gray (contained in Exhibit 5).
 23.2  Consent of KPMG Peat Marwick LLP (transmitted
       herewith).
                                
Item 9.   Undertakings

The Company 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; and (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 (i) and (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 (i) and (ii) is contained in periodic reports
     filed by the Company 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.

(4)  That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the Company'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 therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Company 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 County of Loudoun, the Commonwealth of
Virginia, on this 30th day of August, 1995.

                              ORBITAL SCIENCES CORPORATION

                              By   /s/ David W. Thompson
                               David W. Thompson, Chairman
                               of the Board, President and
                               Chief Executive Officer

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and as of  the 30th day of
August, 1995.   Each person whose
signature appears below hereby authorizes each of David W.
Thompson, Leslie C. Seeman  and Mary Ellen Seravalli and appoints
each of them singly his attorney-in-fact, each with full power of
substitution, to execute in his name, place and stead, in any and
all capacities, any post-effective amendment to this Registration
Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, making such further changes in this
Registration Statement as the Company deems appropriate.

           Signature                        Title
                                
 /s/ David W. Thompson          Chairman of the Board,
 David W. Thompson              President and Chief
                                Executive Officer; Director
                                
                                
 /s/ Carlton B. Crenshaw        Senior Vice
 Carlton B. Crenshaw            President/Finance and
                                Administration and
                                Treasurer/ Chief Financial
                                Officer
                                
                                
 /s/ Jeffrey V. Pirone          Vice President and
 Jeffrey V. Pirone              Controller
                                
                                
 /s/ Bruce W. Ferguson          Executive Vice President and
 Bruce W. Ferguson              General Manager/
                                Communications and
                                Information Systems Group;
                                Director
                                
                                
 /s/ James R. Thompson          Executive Vice President and
 James R. Thompson              General Manager/ Launch
                                Systems Group; Director
                                
                                
 /s/ Jack A. Frohbieter         Executive Vice President and
 Jack A. Frohbieter             General Manager/ Space and
                                Electronics Systems Group;
                                Director
                                
                                
                                
 /s/ Fred C. Alcorn                       Director
 Fred C. Alcorn
                                
                                
 /s/ Kelly H. Burke                       Director
 Kelly H. Burke
                                
                                
 /s/ Daniel J. Fink                       Director
 Daniel J. Fink
                                
                                
 /s/ Lennard A. Fisk                      Director
 Lennard A. Fisk
                                
                                
 /s/ Jack L. Kerrebrock                   Director
 Jack L. Kerrebrock
                                
                                
 /s/ J. Paul Kinloch                      Director
 J. Paul Kinloch
                                
                                
 /s/ Douglas L. Luke                      Director
 Douglas S. Luke
                                
                                
 /s/ John L. McLucas                      Director
 John L. McLucas
                                
                                
 /s/ Harrison H. Schmitt                  Director
 Harrison H. Schmitt
                                
                                
 /s/ Scott L. Webster                     Director
 Scott L. Webster               

C:\LEGAL\SEC-FILE\S8.95