<PAGE>
 
   As filed with the Securities and Exchange Commission on November 6, 1996.

                                                      Registration No. 33-______

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

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

                           SUNGARD DATA SYSTEMS INC.
            (Exact name of Registrant as specified in its charter)

<TABLE> 
<CAPTION> 

DELAWARE                                                                                      51-0267091
<S>                                              <C>                                          <C> 
(State or other jurisdiction of                  1285 DRUMMERS LANE                    (I.R.S. Employer Identification
incorporation or organization)                WAYNE, PENNSYLVANIA 19087                     Number)
                                  (Address of Principal Executive Offices)(Zip Code)

                                              SUNGARD DATA SYSTEMS INC.
                                              1996 EQUITY INCENTIVE PLAN
                                                        AND
                                              SUNGARD DATA SYSTEMS INC.
                                         1996 EMPLOYEE STOCK PURCHASE PLAN
                                             (Full title of the plans)                              

                                              LAWRENCE A. GROSS, ESQUIRE
                                              SUNGARD DATA SYSTEMS INC.
                                                1285 DRUMMERS LANE
                                              WAYNE, PENNSYLVANIA 19087                                               
                                                   (610) 341-8700
                                         (Name, address, including zip code and
                                         telephone number, including area code,
                                                   of agent for service)
</TABLE> 

<TABLE> 
<CAPTION> 
                                      CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                          PROPOSED             PROPOSED
                                                          MAXIMUM              MAXIMUM          AMOUNT OF
        TITLE OF SECURITIES          AMOUNT TO BE      OFFERING PRICE         AGGREGATE       REGISTRATION
        TO BE REGISTERED             REGISTERED (1)      PER SHARE         OFFERING PRICE         FEE
-----------------------------------------------------------------------------------------------------------
<S>                                  <C>                 <C>                <C>                <C> 
Common Stock, par value $.01         2,750,000           $42.8125(2)          $117,734,375(2)    $40,598.35
per share
===========================================================================================================
</TABLE> 
(1)  Plus such indeterminate number of shares as may be issued to certain 
     anti-dilution provisions contained in the Plans.

(2)  Pursuant to Rule 457(h), based upon the average of the high and low sale
     prices of SunGard Data Systems Inc. Common Stock, par value $.01 per
     share, reported on The Nasdaq Stock Market on November 4, 1996.
<PAGE>
 
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
-------------------------

         The document(s) containing the information specified in Item 1 will be 
sent or given to employees as specified in Rule 428(b)(1) and are not required 
to be filed as part of this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.
--------------------------------------------------------------------

         The document(s) containing the information specified in Item 2 will be 
sent or given to employees as specified in Rule 428(b)(1) and are not required 
to be filed as part of this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
--------------------------------------------------------

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

         (i)    The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1995;

         (ii)   All other reports filed pursuant to Section 13(a) or 15(d) of 
the Exchange Act since the end of the fiscal year covered by the Annual Report 
on Form 10-K referred to in (i) above;

         (iii)  The description of the Company's Common Stock which is 
incorporated by reference in the Company's Registration Statement on Form 8-A 
(File No. 0-14232) filed on February 14, 1986 under the Exchange Act, including 
any amendment or report filed for the purpose of updating such description; and

         All reports and other documents subsequently filed by the Company with 
the commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, after the date of this Registration Statement but prior to the filing of a 
post-effective amendment which indicates that all securities offered hereunder 
have been sold or which deregisters all securities then remaining unsold 
hereunder, shall be deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.
----------------------------------------------

         Lawrence A. Gross, Esquire, who prepared the opinion attached as 
Exhibit 5.1 as to the legality of the shares of the Company's Common Stock 
issuable under the 1996 Equity Incentive Plan and the 1996 Employee Purchase 
Plan, is Vice President and General Counsel of the Company, and, as of the date 
hereof, beneficially owns 23,510 shares of the Company's Common Stock.



                                     - 2 -
<PAGE>
 
Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Company's By-laws provide for indemnification to the fullest extent
permitted by the Delaware General Corporation Law.  The Delaware General 
Corporation Law provides, in substance, the Delaware corporations shall have 
the power, under specified circumstances, to indemnify their directors, 
officers, employees and agents in connection with actions, suits or proceedings 
brought against them by third parties and in connection with actions or suits by
or in the right of the corporation, by reason of the fact that they were or are 
such directors, officers, employees or agents, against expenses (including 
attorneys' fees) and, in the case of actions, suits or proceedings brought by 
third parties, against judgments, fines and amounts paid in settlement actually 
and reasonably incurred in any such action, suit or proceeding.

         The Delaware General Corporation Law also provides that a Delaware 
corporation may, by amendment to its certificate of incorporation, eliminate 
personal liability of its directors to the corporation and its stockholders, in 
certain circumstances, for monetary damages arising from a breach of the 
director's duty of care.  The Company has adopted an amendment to the Company's 
Certificate of Incorporation which limits a director's liability for monetary 
damages for breach of fiduciary duty, including gross negligence, except in 
circumstances involving certain wrongful acts, such as the breach of a 
director's duty of loyalty or acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of law.  The Company has 
also entered into indemnification agreements with its directors and officers, 
providing for indemnification to the fullest extent permitted by law and, in 
certain respects, provide greater protection than that specifically provided by 
the Delaware General Corporation Law.  The indemnification agreements do not 
provide indemnification for, among other things, conduct which is adjudged to be
knowingly fraudulent, deliberately dishonest or willful misconduct.

         The Company has obtained directors' and officers' liability insurance 
which covers certain liabilities, including liabilities to the Company and its 
stockholders, in the amount of $20 million.

Item 7.  Exemption from Registration Claimed
--------------------------------------------

         Not Applicable.

Item 8.  Exhibits
-----------------

         The following exhibits are filed as part of the Registration Statement.

         Exhibit No.                 Description
         -----------                 -----------

            5.1               Opinion of Counsel regarding legality.

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

           23.2               Consent of Counsel (included as part of 
                              Exhibit 5.1).

           24.1               Power of Attorney (included as part of the 
                              signature page)

Item 9.  Undertakings
         ------------

         (a)    The undersigned registrant hereby undertakes:


                                     - 3 -

<PAGE>
 
          (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, as amended;

          (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the registrant pursuant to section 13 or 
section 15(d) of the Securities Exchange Act of 1934, as amended, that are 
incorporated by reference in the Registration Statement.

          (2)    That for the purpose of determining any liability under the 
Securities Act of 1933, as amended, each such post-effective amendment shall be 
deemed to be a new Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.

          (3)    To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, as amended, each 
filing of the registrant's annual report pursuant to section 13(a) or section 
15(d)  of the Securities Exchange Act of 1934, as amended (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, as amended) 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.

     (h)  The undersigned registrant hereby undertakes that, 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 an is, 
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payment for 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 AND POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Wayne, Pennsylvania, on the 31st day of October, 1996.

                                        SUNGARD DATA SYSTEMS INC.

                                        By: /s/ James L. Mann
                                           -------------------------
                                           James L. Mann, Chairman,
                                           President and Chief Executive
                                           Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James L. Mann and Michael J. Ruane, and each of 
them, his true and lawful attorneys-in-fact and agents, with full power of 
substitution or resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration 
Statement, and to file the same, with all exhibits thereto, and other 
documentation in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents full power and 
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully 
do or cause to be done by virtue hereof.

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

Name                            Title                          Date    
----                            -----                          ----
                             
/s/ James L. Mann               Chairman, President and        October 31, 1996
----------------------------    Chief Executive Officer  
James L. Mann                   (principal executive officer)
 

/s/ Michael J. Ruane            Vice President-Finance         October 31, 1996 
----------------------------    and Chief Financial Officer
Michael J. Ruane                (principal financial officer)


/s/ Andrew P. Bronstein         Vice President and Controller  October 31, 1996
----------------------------    (principal accounting officer)
Andrew P. Bronstein


/s/ Gregory S. Bentley          Director                       October 31, 1996
----------------------------
Gregory S. Bentley


                      (SIGNATURES CONTINUED ON NEXT PAGE)

<PAGE>
 
Name                                   Title                   Date
----                                   -----                   ----
                                   
/s/ Albert A. Eisenstat                Director                October 31, 1996
---------------------------------   
Albert A. Eisenstat                
                                   
                                   
/s/ Bernard Goldstein                  Director                October 31, 1996
---------------------------------   
Bernard Goldstein                  
                                   
                                   
/s/ Michael Roth                       Director                October 31, 1996
---------------------------------   
Michael Roth                       
                                   
                                   
/s/ Malcom I. Ruddock                  Director                October 31, 1996
---------------------------------   
Malcolm I. Ruddock                 
                                   
                                   
/s/ Lawrence J. Schoenberg             Director                October 31, 1996
---------------------------------   
Lawrence J. Schoenberg               
 
<PAGE>
 
                                 Exhibit Index
                                 -------------


Exhibit
-------

5.1                     Opinion of Counsel

23.1                    Consent of Independent Accountants
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17911}]
{"company-data": {"conformed-name": "SUNGARD DATA SYSTEMS INC", "cik": "0000789388", "assigned-sic": "7374", "irs-number": "510267091", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15641", "film-number": "96655500"}, "business-address": {"street1": "1285 DRUMMERS LN", "street2": "SUITE 300", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6103418700"}, "mail-address": {"street1": "1285 DRUMMERS LANE", "street2": "SUITE 300", "city": "WAYNE", "state": "PA", "zip": "19087"}, "former-company": {"former-conformed-name": "SUNDATA CORP", "date-changed": "19860310"}}
As filed with the Securities and Exchange Commission on November 6, 1996.

                                                      Registration No. 33-______

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

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

                           SUNGARD DATA SYSTEMS INC.
            (Exact name of Registrant as specified in its charter)
DELAWARE                                                                                      51-0267091
(State or other jurisdiction of                  1285 DRUMMERS LANE                    (I.R.S. Employer Identification
incorporation or organization)                WAYNE, PENNSYLVANIA 19087                     Number)
                                  (Address of Principal Executive Offices)(Zip Code)

                                              SUNGARD DATA SYSTEMS INC.
                                              1996 EQUITY INCENTIVE PLAN
                                                        AND
                                              SUNGARD DATA SYSTEMS INC.
                                         1996 EMPLOYEE STOCK PURCHASE PLAN
                                             (Full title of the plans)                              

                                              LAWRENCE A. GROSS, ESQUIRE
                                              SUNGARD DATA SYSTEMS INC.
                                                1285 DRUMMERS LANE
                                              WAYNE, PENNSYLVANIA 19087                                               
                                                   (610) 341-8700
                                         (Name, address, including zip code and
                                         telephone number, including area code,
                                                   of agent for service)
CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                          PROPOSED             PROPOSED
                                                          MAXIMUM              MAXIMUM          AMOUNT OF
        TITLE OF SECURITIES          AMOUNT TO BE      OFFERING PRICE         AGGREGATE       REGISTRATION
        TO BE REGISTERED             REGISTERED (1)      PER SHARE         OFFERING PRICE         FEE
-----------------------------------------------------------------------------------------------------------
Common Stock, par value $.01         2,750,000           $42.8125(2)          $117,734,375(2)    $40,598.35
per share
===========================================================================================================
(1)  Plus such indeterminate number of shares as may be issued to certain 
     anti-dilution provisions contained in the Plans.

(2)  Pursuant to Rule 457(h), based upon the average of the high and low sale
     prices of SunGard Data Systems Inc. Common Stock, par value $.01 per
     share, reported on The Nasdaq Stock Market on November 4, 1996.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
-------------------------

         The document(s) containing the information specified in Item 1 will be 
sent or given to employees as specified in Rule 428(b)(1) and are not required 
to be filed as part of this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.
--------------------------------------------------------------------

         The document(s) containing the information specified in Item 2 will be 
sent or given to employees as specified in Rule 428(b)(1) and are not required 
to be filed as part of this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
--------------------------------------------------------

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

         (i)    The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1995;

         (ii)   All other reports filed pursuant to Section 13(a) or 15(d) of 
the Exchange Act since the end of the fiscal year covered by the Annual Report 
on Form 10-K referred to in (i) above;

         (iii)  The description of the Company's Common Stock which is 
incorporated by reference in the Company's Registration Statement on Form 8-A 
(File No. 0-14232) filed on February 14, 1986 under the Exchange Act, including 
any amendment or report filed for the purpose of updating such description; and

         All reports and other documents subsequently filed by the Company with 
the commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, after the date of this Registration Statement but prior to the filing of a 
post-effective amendment which indicates that all securities offered hereunder 
have been sold or which deregisters all securities then remaining unsold 
hereunder, shall be deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.
----------------------------------------------

         Lawrence A. Gross, Esquire, who prepared the opinion attached as 
Exhibit 5.1 as to the legality of the shares of the Company's Common Stock 
issuable under the 1996 Equity Incentive Plan and the 1996 Employee Purchase 
Plan, is Vice President and General Counsel of the Company, and, as of the date 
hereof, beneficially owns 23,510 shares of the Company's Common Stock.

                                     - 2 -
Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Company's By-laws provide for indemnification to the fullest extent
permitted by the Delaware General Corporation Law.  The Delaware General 
Corporation Law provides, in substance, the Delaware corporations shall have 
the power, under specified circumstances, to indemnify their directors, 
officers, employees and agents in connection with actions, suits or proceedings 
brought against them by third parties and in connection with actions or suits by
or in the right of the corporation, by reason of the fact that they were or are 
such directors, officers, employees or agents, against expenses (including 
attorneys' fees) and, in the case of actions, suits or proceedings brought by 
third parties, against judgments, fines and amounts paid in settlement actually 
and reasonably incurred in any such action, suit or proceeding.

         The Delaware General Corporation Law also provides that a Delaware 
corporation may, by amendment to its certificate of incorporation, eliminate 
personal liability of its directors to the corporation and its stockholders, in 
certain circumstances, for monetary damages arising from a breach of the 
director's duty of care.  The Company has adopted an amendment to the Company's 
Certificate of Incorporation which limits a director's liability for monetary 
damages for breach of fiduciary duty, including gross negligence, except in 
circumstances involving certain wrongful acts, such as the breach of a 
director's duty of loyalty or acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of law.  The Company has 
also entered into indemnification agreements with its directors and officers, 
providing for indemnification to the fullest extent permitted by law and, in 
certain respects, provide greater protection than that specifically provided by 
the Delaware General Corporation Law.  The indemnification agreements do not 
provide indemnification for, among other things, conduct which is adjudged to be
knowingly fraudulent, deliberately dishonest or willful misconduct.

         The Company has obtained directors' and officers' liability insurance 
which covers certain liabilities, including liabilities to the Company and its 
stockholders, in the amount of $20 million.

Item 7.  Exemption from Registration Claimed
--------------------------------------------

         Not Applicable.

Item 8.  Exhibits
-----------------

         The following exhibits are filed as part of the Registration Statement.

         Exhibit No.                 Description
         -----------                 -----------

            5.1               Opinion of Counsel regarding legality.

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

           23.2               Consent of Counsel (included as part of 
                              Exhibit 5.1).

           24.1               Power of Attorney (included as part of the 
                              signature page)

Item 9.  Undertakings
         ------------

         (a)    The undersigned registrant hereby undertakes:

                                     - 3 -
(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, as amended;

          (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the registrant pursuant to section 13 or 
section 15(d) of the Securities Exchange Act of 1934, as amended, that are 
incorporated by reference in the Registration Statement.

          (2)    That for the purpose of determining any liability under the 
Securities Act of 1933, as amended, each such post-effective amendment shall be 
deemed to be a new Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.

          (3)    To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, as amended, each 
filing of the registrant's annual report pursuant to section 13(a) or section 
15(d)  of the Securities Exchange Act of 1934, as amended (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, as amended) 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.

     (h)  The undersigned registrant hereby undertakes that, 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 an is, 
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payment for 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 AND POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Wayne, Pennsylvania, on the 31st day of October, 1996.

                                        SUNGARD DATA SYSTEMS INC.

                                        By: /s/ James L. Mann
                                           -------------------------
                                           James L. Mann, Chairman,
                                           President and Chief Executive
                                           Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James L. Mann and Michael J. Ruane, and each of 
them, his true and lawful attorneys-in-fact and agents, with full power of 
substitution or resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration 
Statement, and to file the same, with all exhibits thereto, and other 
documentation in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents full power and 
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully 
do or cause to be done by virtue hereof.

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

Name                            Title                          Date    
----                            -----                          ----
                             
/s/ James L. Mann               Chairman, President and        October 31, 1996
----------------------------    Chief Executive Officer  
James L. Mann                   (principal executive officer)
 

/s/ Michael J. Ruane            Vice President-Finance         October 31, 1996 
----------------------------    and Chief Financial Officer
Michael J. Ruane                (principal financial officer)

/s/ Andrew P. Bronstein         Vice President and Controller  October 31, 1996
----------------------------    (principal accounting officer)
Andrew P. Bronstein

/s/ Gregory S. Bentley          Director                       October 31, 1996
----------------------------
Gregory S. Bentley

                      (SIGNATURES CONTINUED ON NEXT PAGE)
Name                                   Title                   Date
----                                   -----                   ----
                                   
/s/ Albert A. Eisenstat                Director                October 31, 1996
---------------------------------   
Albert A. Eisenstat                
                                   
                                   
/s/ Bernard Goldstein                  Director                October 31, 1996
---------------------------------   
Bernard Goldstein                  
                                   
                                   
/s/ Michael Roth                       Director                October 31, 1996
---------------------------------   
Michael Roth                       
                                   
                                   
/s/ Malcom I. Ruddock                  Director                October 31, 1996
---------------------------------   
Malcolm I. Ruddock                 
                                   
                                   
/s/ Lawrence J. Schoenberg             Director                October 31, 1996
---------------------------------   
Lawrence J. Schoenberg
Exhibit Index
                                 -------------

Exhibit
-------

5.1                     Opinion of Counsel

23.1                    Consent of Independent Accountants