<PAGE>
 
                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

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


                               EXIDE CORPORATION
-------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                Delaware                               23-0552730
----------------------------------------      ---------------------------------
 (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

     1400 North Woodward Avenue
     Bloomfield Hills, Michigan                           48304
----------------------------------------      ---------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


                               Exide Corporation
                          Employee Stock Purchase Plan
-------------------------------------------------------------------------------
                            (FULL TITLE OF THE PLAN)


                               Bernard F. Stewart
                 Executive Vice President and General Counsel
                               Exide Corporation
                           1400 North Woodward Avenue
                       Bloomfield Hills, Michigan  48304
------------------------------------------------------------------------------
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (810) 258-0080
------------------------------------------------------------------------------ 
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copies to:
                            Rhonda R. Cohen, Esquire
                       Ballard Spahr Andrews & Ingersoll
                         1735 Market Street, 51st Floor
                       Philadelphia, Pennsylvania  19103
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
                        -------------------------------


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                         Proposed          Proposed
Title of                                 Maximum           Maximum
Securities              Amount           Offering          Aggregate     Amount of
to be                   to be            Price Per         Offering      Registration
Registered              Registered (1)   Share (2)         Price (2)     Fee
--------------------------------------------------------------------------------------
<S>                     <C>              <C>               <C>           <C> 
Common Stock,           100,000
$.01 par value          shares           $51.4375          $5,143,750    $1,774
--------------------------------------------------------------------------------------
</TABLE> 

(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement shall be deemed to cover an indeterminate number of additional
     shares of Common Stock issuable in the event the number of outstanding
     shares of the Company is increased by split-up, reclassification, stock
     dividend or the like.

(2)  Estimated solely for the purpose of computing the registration fee pursuant
     to Securities and Exchange Commission Rule 457(c); based on the average of
     the high and low price per share of Common Stock of the Company on
     September 5, 1995, as reported on the New York Stock Exchange Composite
     Tape.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information required to be provided by
Part I of this Registration Statement will be sent or given to all employees who
are eligible to participate in the Exide Corporation Employee Stock Purchase
Plan, in accordance with Rule 428(b)(1) under the Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. -  INCORPORATION OF DOCUMENTS BY REFERENCE
--------------------------------------------------


          The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934 by the Company (File No. 1-11263) are
incorporated herein by reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal year
     ended March 31, 1995, as amended by the Company's Annual Report on Form 
     10-K/A filed on July 21, 1995.

               (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
     quarter ended July 2, 1995 filed on August 16, 1995.

               (c)  The Company's Current Report on Form 8-K filed on June 2,
     1995, as amended by the Company's Current Report on Form 8-K/A filed on
     July 31, 1995, and the Company's Current Report on Form 8-K filed on
     November 1, 1994, as amended by the Company's Current Report on Form 8-K/A
     filed on December 9, 1994.

               (d)  The description of the Company's Common Stock contained in
     the Company's Registration Statement on Form 8-A filed on October 22, 1993,
     including any amendment or report filed for the purpose of updating such
     description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
 14 or 15(d) of the Securities Exchange Act of 1934, subsequent to the date
 hereof and prior to the filing of a post-effective amendment which indicates
 that all securities offered hereby have been sold or which deregisters all
 securities then remaining unsold, shall be deemed to be incorporated by
 reference herein and to be a part hereof from the date of filing of such
 document.


Item 4. - DESCRIPTION OF SECURITIES
          -------------------------

          Not applicable.

Item 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL
          --------------------------------------

          None.

                                      II-1
<PAGE>

Item 6. -  INDEMNIFICATION OF DIRECTORS AND OFFICERS
           -----------------------------------------

          Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company
may, and in certain cases must, be indemnified by the Company against, in the
case of a non-derivative action, judgments, fines, amounts paid in settlement
and reasonable expenses (including attorneys' fees) incurred by him as a result
of such action.  In the case of a derivative action, such person must be
indemnified against expenses (including attorneys' fees).  In either type of
action the person must have acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company.  This
indemnification does not apply, in a derivative action, to matters as to which
it is adjudged that the director, officer, employee or agent is liable to the
Company, unless upon court order it is determined that, despite such
adjudication of liability, but in view of all the circumstances of the case,
such director, officer, employee or agent is fairly and reasonably entitled to
indemnity for expenses.  In a non-derivative action this indemnification does
not apply to any criminal proceeding in which such person had reasonable cause
to believe his conduct was unlawful.

          Article Tenth of the Company's Certificate of Incorporation and
Article V of the Company's Bylaws provide that the Company shall indemnify each
person who is or was an officer or director of the Company to the fullest extent
permitted by Section 145 of the DGCL as currently in effect or as the same may
be amended (but only to provide fuller indemnification) in the future.

          Article Ninth of the Company's Restated Certificate of Incorporation
provides that to the fullest extent permitted by the DGCL, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for a breach of fiduciary duty as a director.


Item 7. - EXEMPTION FROM REGISTRATION CLAIMED
          -----------------------------------

          Not applicable.

                                      II-2
<PAGE>

Item 8. - EXHIBITS
          --------


     5    Opinion of Ballard Spahr Andrews & Ingersoll as to the legality of the
          securities being registered

    23    Consent of Arthur Andersen LLP

    24    Power of Attorney (included on signature page)

    99    Exide Corporation Employee Stock Purchase Plan


Item 9. - UNDERTAKINGS
          ------------

     (a)  Rule 415 Offering

          The undersigned registrant hereby undertakes:

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

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

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

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

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

                                      II-3
<PAGE>

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

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

       (b)  Filings Incorporating Subsequent Exchange Act Documents By Reference

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

       (c)  Request for Acceleration of Effective Date or Filing of Registration
            Statement on Form S-8

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

                                      II-4
<PAGE>
 
                                   SIGNATURES
                                   ----------


          The Registrant.  Pursuant to the requirements of the Securities Act of
          --------------                                                        
1933, 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 the City of Reading, State of Pennsylvania on the 8th day of
September, 1995.


                                 EXIDE CORPORATION


                                 By: /s/ Jack J. Sosiak
                                    ----------------------
                                    Jack J. Sosiak
                                    Executive Vice President  

                               POWER OF ATTORNEY
                               -----------------

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bernard F. Stewart and Alan E. Gauthier
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to the Registration Statement, and to file the same, with
all exhibits thereto, and other documents 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 or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

          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.

                                      II-5
<PAGE>
 
<TABLE> 
<CAPTION> 

Signature                         Title                                   Date
---------                         -----                                   ----
<S>                               <C>                                     <C> 
/s/ Arthur M. Hawkins
-----------------------           Chairman of the Board, President,        September 8, 1995
Arthur M. Hawkins                 Chief Executive Officer and Director
                                  (Principal Executive Officer)
 
/s/ Alan E. Gauthier  
-----------------------           Executive Vice President, Chief          September 8, 1995   
Alan E. Gauthier                  Financial Officer and Director
                                  (Principal Financial Officer and
                                  Principal Accounting Officer)
 
/s/ Douglas N. Pearson
-----------------------           Executive Vice President,                September 8, 1995
Douglas N. Pearson                President--North America Operations
                                  and Director
 
/s/ William J. Rankin 
-----------------------           Executive Vice President                 September 8, 1995   
William J. Rankin                 and Director
 
/s/ Timothy O. Fisher
-----------------------           Director                                 September 8, 1995
Timothy O. Fisher

/s/ Lawrence M. Wagner
-----------------------           Director                                 September 8, 1995 
Lawrence M. Wagner

/s/ Robert H. Irwin
-----------------------           Director                                 September 8, 1995
Robert H. Irwin

/s/ Earl Dolive
-----------------------           Director                                 September 8, 1995
Earl Dolive

/s/ Arthur R. Taylor
-----------------------           Director                                 September 8, 1995  
Arthur R. Taylor
</TABLE>

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17434}]
{"company-data": {"conformed-name": "EXIDE CORP", "cik": "0000813781", "assigned-sic": "3690", "irs-number": "230552730", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62467", "film-number": "95572290"}, "business-address": {"street1": "1400 N WOODLAND AVE", "city": "BLOOMFIELD HILL", "state": "MI", "zip": "48304", "phone": "8102580080"}}
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

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

                               EXIDE CORPORATION
-------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                Delaware                               23-0552730
----------------------------------------      ---------------------------------
 (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

     1400 North Woodward Avenue
     Bloomfield Hills, Michigan                           48304
----------------------------------------      ---------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                               Exide Corporation
                          Employee Stock Purchase Plan
-------------------------------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                               Bernard F. Stewart
                 Executive Vice President and General Counsel
                               Exide Corporation
                           1400 North Woodward Avenue
                       Bloomfield Hills, Michigan  48304
------------------------------------------------------------------------------
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (810) 258-0080
------------------------------------------------------------------------------ 
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copies to:
                            Rhonda R. Cohen, Esquire
                       Ballard Spahr Andrews & Ingersoll
                         1735 Market Street, 51st Floor
                       Philadelphia, Pennsylvania  19103
CALCULATION OF REGISTRATION FEE
                        -------------------------------
--------------------------------------------------------------------------------------
                                         Proposed          Proposed
Title of                                 Maximum           Maximum
Securities              Amount           Offering          Aggregate     Amount of
to be                   to be            Price Per         Offering      Registration
Registered              Registered (1)   Share (2)         Price (2)     Fee
--------------------------------------------------------------------------------------
Common Stock,           100,000
$.01 par value          shares           $51.4375          $5,143,750    $1,774
--------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement shall be deemed to cover an indeterminate number of additional
     shares of Common Stock issuable in the event the number of outstanding
     shares of the Company is increased by split-up, reclassification, stock
     dividend or the like.

(2)  Estimated solely for the purpose of computing the registration fee pursuant
     to Securities and Exchange Commission Rule 457(c); based on the average of
     the high and low price per share of Common Stock of the Company on
     September 5, 1995, as reported on the New York Stock Exchange Composite
     Tape.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information required to be provided by
Part I of this Registration Statement will be sent or given to all employees who
are eligible to participate in the Exide Corporation Employee Stock Purchase
Plan, in accordance with Rule 428(b)(1) under the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. -  INCORPORATION OF DOCUMENTS BY REFERENCE
--------------------------------------------------

          The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934 by the Company (File No. 1-11263) are
incorporated herein by reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal year
     ended March 31, 1995, as amended by the Company's Annual Report on Form 
     10-K/A filed on July 21, 1995.

               (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
     quarter ended July 2, 1995 filed on August 16, 1995.

               (c)  The Company's Current Report on Form 8-K filed on June 2,
     1995, as amended by the Company's Current Report on Form 8-K/A filed on
     July 31, 1995, and the Company's Current Report on Form 8-K filed on
     November 1, 1994, as amended by the Company's Current Report on Form 8-K/A
     filed on December 9, 1994.

               (d)  The description of the Company's Common Stock contained in
     the Company's Registration Statement on Form 8-A filed on October 22, 1993,
     including any amendment or report filed for the purpose of updating such
     description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
 14 or 15(d) of the Securities Exchange Act of 1934, subsequent to the date
 hereof and prior to the filing of a post-effective amendment which indicates
 that all securities offered hereby have been sold or which deregisters all
 securities then remaining unsold, shall be deemed to be incorporated by
 reference herein and to be a part hereof from the date of filing of such
 document.

Item 4. - DESCRIPTION OF SECURITIES
          -------------------------

          Not applicable.

Item 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL
          --------------------------------------

          None.

                                      II-1
Item 6. -  INDEMNIFICATION OF DIRECTORS AND OFFICERS
           -----------------------------------------

          Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company
may, and in certain cases must, be indemnified by the Company against, in the
case of a non-derivative action, judgments, fines, amounts paid in settlement
and reasonable expenses (including attorneys' fees) incurred by him as a result
of such action.  In the case of a derivative action, such person must be
indemnified against expenses (including attorneys' fees).  In either type of
action the person must have acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company.  This
indemnification does not apply, in a derivative action, to matters as to which
it is adjudged that the director, officer, employee or agent is liable to the
Company, unless upon court order it is determined that, despite such
adjudication of liability, but in view of all the circumstances of the case,
such director, officer, employee or agent is fairly and reasonably entitled to
indemnity for expenses.  In a non-derivative action this indemnification does
not apply to any criminal proceeding in which such person had reasonable cause
to believe his conduct was unlawful.

          Article Tenth of the Company's Certificate of Incorporation and
Article V of the Company's Bylaws provide that the Company shall indemnify each
person who is or was an officer or director of the Company to the fullest extent
permitted by Section 145 of the DGCL as currently in effect or as the same may
be amended (but only to provide fuller indemnification) in the future.

          Article Ninth of the Company's Restated Certificate of Incorporation
provides that to the fullest extent permitted by the DGCL, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for a breach of fiduciary duty as a director.

Item 7. - EXEMPTION FROM REGISTRATION CLAIMED
          -----------------------------------

          Not applicable.

                                      II-2
Item 8. - EXHIBITS
          --------

     5    Opinion of Ballard Spahr Andrews & Ingersoll as to the legality of the
          securities being registered

    23    Consent of Arthur Andersen LLP

    24    Power of Attorney (included on signature page)

    99    Exide Corporation Employee Stock Purchase Plan

Item 9. - UNDERTAKINGS
          ------------

     (a)  Rule 415 Offering

          The undersigned registrant hereby undertakes:

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

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

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

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

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

                                      II-3
(2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

       (b)  Filings Incorporating Subsequent Exchange Act Documents By Reference

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

       (c)  Request for Acceleration of Effective Date or Filing of Registration
            Statement on Form S-8

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

                                      II-4
SIGNATURES
                                   ----------

          The Registrant.  Pursuant to the requirements of the Securities Act of
          --------------                                                        
1933, 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 the City of Reading, State of Pennsylvania on the 8th day of
September, 1995.

                                 EXIDE CORPORATION

                                 By: /s/ Jack J. Sosiak
                                    ----------------------
                                    Jack J. Sosiak
                                    Executive Vice President  

                               POWER OF ATTORNEY
                               -----------------

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bernard F. Stewart and Alan E. Gauthier
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to the Registration Statement, and to file the same, with
all exhibits thereto, and other documents 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 or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

          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.

                                      II-5
Signature                         Title                                   Date
---------                         -----                                   ----
/s/ Arthur M. Hawkins
-----------------------           Chairman of the Board, President,        September 8, 1995
Arthur M. Hawkins                 Chief Executive Officer and Director
                                  (Principal Executive Officer)
 
/s/ Alan E. Gauthier  
-----------------------           Executive Vice President, Chief          September 8, 1995   
Alan E. Gauthier                  Financial Officer and Director
                                  (Principal Financial Officer and
                                  Principal Accounting Officer)
 
/s/ Douglas N. Pearson
-----------------------           Executive Vice President,                September 8, 1995
Douglas N. Pearson                President--North America Operations
                                  and Director
 
/s/ William J. Rankin 
-----------------------           Executive Vice President                 September 8, 1995   
William J. Rankin                 and Director
 
/s/ Timothy O. Fisher
-----------------------           Director                                 September 8, 1995
Timothy O. Fisher

/s/ Lawrence M. Wagner
-----------------------           Director                                 September 8, 1995 
Lawrence M. Wagner

/s/ Robert H. Irwin
-----------------------           Director                                 September 8, 1995
Robert H. Irwin

/s/ Earl Dolive
-----------------------           Director                                 September 8, 1995
Earl Dolive

/s/ Arthur R. Taylor
-----------------------           Director                                 September 8, 1995  
Arthur R. Taylor
II-6