REGISTRATION NO. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

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

                           COMMUNITY BANK SYSTEM, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                 DELAWARE                               16-1213679
-----------------------------------------   ------------------------------------
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)


5790 Widewaters Parkway, DeWitt, New York                 13214
-----------------------------------------   ------------------------------------
(Address of Principal Executive Offices)                (Zip Code)


      Community Bank System, Inc. Long-Term Incentive Compensation Program
--------------------------------------------------------------------------------
                            (Full title of the plan)


                      Sanford A. Belden, President and CEO,
                 5790 Widewaters Parkway, DeWitt, New York 13214
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                 (315) 445-2282
     ----------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        Proposed        Proposed
     Title of                           maximum          maximum
    securities            Amount       offering       aggregate       Amount of
      to be               to be          price        offering      registration
    registered          registered     per share*      price*            fee
--------------------------------------------------------------------------------
Common Stock, $1.25    90,240 shares    $38.875     $3,508,080.00    $1,063.05
par value per share
--------------------------------------------------------------------------------
* Estimated pursuant to Rule 457 solely for purposes of calculating the
  registration fee and based upon the average high and low prices reported by
  the Nasdaq National Market on November 20, 1996.

                              Exhibit Index on page 4.


                                  Page 1 of 7


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Community Bank System, Inc. (the
"Company") (Exchange Act File No. 0-11716) with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
         filed with the Commission on March 27, 1996;

     (b) Quarterly Reports on Forms 10-Q, for the quarterly periods ended March
         31, 1996, June 30, 1996 and September 30, 1996, filed with the
         Commission on May 15, 1996, August 12, 1996, and November 14, 1996,
         respectively;

     (c) Periodic Report on Form 8-K, filed with the Commission on May 22, 1996;
         and

     (d) The descriptions of the Company's Common Stock contained in the
         Company's registration statements filed under section 12 of the
         Securities Exchange Act of 1934, including any amendments or reports
         filed for the purpose of updating such descriptions.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
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.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


                                   Page 2 of 7


<PAGE>

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware ("DGCL") provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.

     Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or 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 (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, provided that such director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, provided that such director or officer had no cause to believe his
or her conduct was unlawful.

     Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director of officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action or suit, provided that such director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such director or officer shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances, such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     Section 145 of the DGCL further provides that to the extent a director of
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.


                                   Page 3 of 7


<PAGE>

     Article 9 of the Company's Certificate of Incorporation provides that the
Company's directors shall not be liable to the Company or its shareholders for
monetary damages as a result of breach of fiduciary duty, except for liability
for breach of a director's duty of loyalty, for acts not undertaken in good
faith, for a transaction from which a director derives a personal benefit, or
for liability arising under Section 174 of the DGCL.

     Article 8 of the Bylaws of the Company provides that the Company shall
indemnify any person made, or threatened to be made, a party to an action, suit
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he is or was a director or officer of the Corporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

       4.1   Certificate of Incorporation of the Company, as amended, previously
             filed with the Commission on May 30, 1995 as Exhibit 3.1 to the
             Company's Registration Statement on Form S-2 (No. 33-58539), and
             incorporated herein by reference.

       4.2   Bylaws of the Company, previously filed with the Commission on May
             30, 1995 as Exhibit 3.2 to the Company's Registration Statement on
             Form S-2 (No. 33-58539), and incorporated herein by reference.

       4.3   Community Bank System, Inc. Long-Term Incentive Compensation
             Program, as amended.

       5.1   Opinion of Bond, Schoeneck & King, LLP as to the validity of
             certain shares being registered.

       23.1  Consent of Coopers & Lybrand L.L.P.

       23.2  Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).

       24    Power of Attorney (included at page 6 of this Registration
             Statement).



                                   Page 4 of 7


<PAGE>

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

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

           (b) 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.

           (c) 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.

        2. 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.

        3. 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


                                   Page 5 of 7


<PAGE>

           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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in DeWitt, New York on the 20th day of November, 1996.


                                      COMMUNITY BANK SYSTEM, INC.

                                      By: /s/ SANFORD A. BELDEN
                                          -------------------------------------
                                          Sanford A. Belden
                                          President and Chief Executive Officer

     Each person whose signature appears below hereby authorizes Sanford A.
Belden, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.

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

         Signature                        Title                      Date
         ---------                        -----                      ----

   /s/ SANFORD A. BELDEN       President and CEO, Director     November 20, 1996
----------------------------
       Sanford A. Belden




   /s/ DAVID G. WALLACE                 Treasurer              November 20, 1996
----------------------------
       David G. Wallace



   /s/ EARL W. MACARTHUR          Chairman of the Board        November 20, 1996
----------------------------
       Earl W. MacArthur



   /s/ JOHN M. BURGESS                  Director               November 20, 1996
----------------------------
       John M. Burgess



                                   Page 6 of 7


<PAGE>

         Signature                        Title                      Date
         ---------                        -----                      ----

   /s/ RICHARD C. CUMMINGS              Director               November 20, 1996
----------------------------
       Richard C. Cummings



   /s/ WILLIAM M. DEMPSEY               Director               November 20, 1996
----------------------------
       William M. Dempsey



   /s/ NICHOLAS A. DICERBO              Director               November 20, 1996
----------------------------
       Nicholas A. DiCerbo



   /s/ JAMES A. GABRIEL                 Director               November 20, 1996
----------------------------
       James A. Gabriel



   /s/ LEE T. HIRSCHEY                  Director               November 20, 1996
----------------------------
       Lee T. Hirschey



   /s/ DAVID C. PATTERSON               Director               November 20, 1996
----------------------------
       David C. Patterson



   /S/ WILLIAM N. SLOAN                 Director               November 20, 1996
----------------------------
       William N. Sloan



   /s/ HUGH G. ZIMMER                   Director               November 20, 1996
----------------------------
       Hugh G. Zimmer



                                   Page 7 of 7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16527}]
{"company-data": {"conformed-name": "COMMUNITY BANK SYSTEM INC", "cik": "0000723188", "assigned-sic": "6021", "irs-number": "161213679", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17011", "film-number": "96673897"}, "business-address": {"street1": "5790 WIDEWATERS PKWY", "city": "DEWITT", "state": "NY", "zip": "13214", "phone": "3154452282"}, "mail-address": {"street1": "5790 WIDEWATERS PARKWAY", "city": "DEWITT", "state": "NY", "zip": "13214"}}
REGISTRATION NO. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

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

                           COMMUNITY BANK SYSTEM, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 DELAWARE                               16-1213679
-----------------------------------------   ------------------------------------
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

5790 Widewaters Parkway, DeWitt, New York                 13214
-----------------------------------------   ------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

      Community Bank System, Inc. Long-Term Incentive Compensation Program
--------------------------------------------------------------------------------
                            (Full title of the plan)

                      Sanford A. Belden, President and CEO,
                 5790 Widewaters Parkway, DeWitt, New York 13214
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (315) 445-2282
     ----------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        Proposed        Proposed
     Title of                           maximum          maximum
    securities            Amount       offering       aggregate       Amount of
      to be               to be          price        offering      registration
    registered          registered     per share*      price*            fee
--------------------------------------------------------------------------------
Common Stock, $1.25    90,240 shares    $38.875     $3,508,080.00    $1,063.05
par value per share
--------------------------------------------------------------------------------
* Estimated pursuant to Rule 457 solely for purposes of calculating the
  registration fee and based upon the average high and low prices reported by
  the Nasdaq National Market on November 20, 1996.

                              Exhibit Index on page 4.

                                  Page 1 of 7
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Community Bank System, Inc. (the
"Company") (Exchange Act File No. 0-11716) with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
         filed with the Commission on March 27, 1996;

     (b) Quarterly Reports on Forms 10-Q, for the quarterly periods ended March
         31, 1996, June 30, 1996 and September 30, 1996, filed with the
         Commission on May 15, 1996, August 12, 1996, and November 14, 1996,
         respectively;

     (c) Periodic Report on Form 8-K, filed with the Commission on May 22, 1996;
         and

     (d) The descriptions of the Company's Common Stock contained in the
         Company's registration statements filed under section 12 of the
         Securities Exchange Act of 1934, including any amendments or reports
         filed for the purpose of updating such descriptions.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
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.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

                                   Page 2 of 7
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware ("DGCL") provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.

     Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or 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 (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, provided that such director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, provided that such director or officer had no cause to believe his
or her conduct was unlawful.

     Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director of officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action or suit, provided that such director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such director or officer shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances, such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     Section 145 of the DGCL further provides that to the extent a director of
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.

                                   Page 3 of 7
Article 9 of the Company's Certificate of Incorporation provides that the
Company's directors shall not be liable to the Company or its shareholders for
monetary damages as a result of breach of fiduciary duty, except for liability
for breach of a director's duty of loyalty, for acts not undertaken in good
faith, for a transaction from which a director derives a personal benefit, or
for liability arising under Section 174 of the DGCL.

     Article 8 of the Bylaws of the Company provides that the Company shall
indemnify any person made, or threatened to be made, a party to an action, suit
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he is or was a director or officer of the Corporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

       4.1   Certificate of Incorporation of the Company, as amended, previously
             filed with the Commission on May 30, 1995 as Exhibit 3.1 to the
             Company's Registration Statement on Form S-2 (No. 33-58539), and
             incorporated herein by reference.

       4.2   Bylaws of the Company, previously filed with the Commission on May
             30, 1995 as Exhibit 3.2 to the Company's Registration Statement on
             Form S-2 (No. 33-58539), and incorporated herein by reference.

       4.3   Community Bank System, Inc. Long-Term Incentive Compensation
             Program, as amended.

       5.1   Opinion of Bond, Schoeneck & King, LLP as to the validity of
             certain shares being registered.

       23.1  Consent of Coopers & Lybrand L.L.P.

       23.2  Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).

       24    Power of Attorney (included at page 6 of this Registration
             Statement).

                                   Page 4 of 7
ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

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

           (b) 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.

           (c) 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.

        2. 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.

        3. 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

                                   Page 5 of 7
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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in DeWitt, New York on the 20th day of November, 1996.

                                      COMMUNITY BANK SYSTEM, INC.

                                      By: /s/ SANFORD A. BELDEN
                                          -------------------------------------
                                          Sanford A. Belden
                                          President and Chief Executive Officer

     Each person whose signature appears below hereby authorizes Sanford A.
Belden, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.

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

         Signature                        Title                      Date
         ---------                        -----                      ----

   /s/ SANFORD A. BELDEN       President and CEO, Director     November 20, 1996
----------------------------
       Sanford A. Belden

   /s/ DAVID G. WALLACE                 Treasurer              November 20, 1996
----------------------------
       David G. Wallace

   /s/ EARL W. MACARTHUR          Chairman of the Board        November 20, 1996
----------------------------
       Earl W. MacArthur

   /s/ JOHN M. BURGESS                  Director               November 20, 1996
----------------------------
       John M. Burgess

                                   Page 6 of 7
Signature                        Title                      Date
         ---------                        -----                      ----

   /s/ RICHARD C. CUMMINGS              Director               November 20, 1996
----------------------------
       Richard C. Cummings

   /s/ WILLIAM M. DEMPSEY               Director               November 20, 1996
----------------------------
       William M. Dempsey

   /s/ NICHOLAS A. DICERBO              Director               November 20, 1996
----------------------------
       Nicholas A. DiCerbo

   /s/ JAMES A. GABRIEL                 Director               November 20, 1996
----------------------------
       James A. Gabriel

   /s/ LEE T. HIRSCHEY                  Director               November 20, 1996
----------------------------
       Lee T. Hirschey

   /s/ DAVID C. PATTERSON               Director               November 20, 1996
----------------------------
       David C. Patterson

   /S/ WILLIAM N. SLOAN                 Director               November 20, 1996
----------------------------
       William N. Sloan

   /s/ HUGH G. ZIMMER                   Director               November 20, 1996
----------------------------
       Hugh G. Zimmer

                                   Page 7 of 7