As filed with the Securities and Exchange Commission on March 27, 1997 
                                                     Registration No. 333-______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                                 URS CORPORATION
             (Exact name of registrant as specified in its charter)

       Delaware                    _____            94-1381538
(State or other jurisdiction of          (I.R.S.  Employer  Identification  No.)
incorporation or organization)

                        100 California Street, Suite 500
                      San Francisco, California 94111-4529
                                 (415) 774-2700
 (Address, including zip code, and telephone number, including area code,
                         of principal executive offices)
                                   ----------
                                 URS Corporation
                    Non-Executive Directors Stock Grant Plan
                            (Full title of the plan)

                                Kent P. Ainsworth
               Executive Vice President, Chief Financial Officer,
                   Principal Accounting Officer and Secretary
                                 URS Corporation
                        100 California Street, Suite 500
                      San Francisco, California 94111-4529
                                 (415) 774-2700
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                                   ----------
                                   Copies to:
                            Samuel M. Livermore, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                         San Francisco, California 94111

<TABLE>
<CAPTION>

                                                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                              Proposed maximum       Proposed maximum
    Title of each class of                                        offering              aggregate               Amount of
 securities to be registered     Amount to be registered     price per share (1)    offering price (1)       registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                         <C>                  <C>                       <C>
   Common Stock, par value            55,000 shares               $10.4375             $574,062.50               $173.96
        $.01 per share                                      
------------------------------------------------------------------------------------------------------------------------------------
                                                          
<FN>
(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(c) and (h)(1).  The above  calculation is based on
         the average of the reported high and low prices of the Common Shares on
         the New York Stock Exchange on March 21, 1997.
</FN>
</TABLE>



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  are   incorporated  by  reference  in  this
Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the year ended October
31, 1996;

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since October 31, 1996; and

         (c) The  description  of the Company's  Common Shares  contained in the
Company's  registration  statement  filed under the Exchange Act,  including any
amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  referenced  herein  and to be a part  hereof  from the date of
filing (except that no document shall be deemed to be  incorporated by reference
if filed  after  the  filing of a  post-effective  amendment  which  deregisters
securities then remaining unsold).

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Certificate  of  Incorporation  contains  a  provision,
permitted  by Section  102(b)(7) of the Delaware  General  Corporation  Law (the
"Delaware Law"), eliminating the personal liability of a director to the Company
or its  stockholders  for monetary  damages for breach of fiduciary  duties as a
director, except for liability (i) for breach of the director's duty of loyalty,
(ii) under Section 174 of the Delaware Law  (concerning  the illegal  payment of
dividends by a  corporation),  (iii) for acts or omissions  not in good faith or
which involve  intentional  misconduct or a knowing violation of law or (iv) for
any transaction from which the director derived an improper personal benefit.

         Section 145 of the Delaware Law permits, subject to certain conditions,
the  indemnification  of  directors  or officers of a Delaware  corporation  for
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  incurred  in  connection  with the  defense of any  action,  suit or
proceeding  in relation to certain  matters  against  them as such  directors or
officers.  Article  VI of the  Company's  By-laws  generally  provides  that the
Company  shall  indemnify  its officers and  directors  in  accordance  with the
provisions of Section 145 of the Delaware Law.

         A third-party insurance carrier has agreed to reimburse the Company for
losses  resulting from certain  liabilities for wrongful acts or matters claimed
against  officers  or  directors  by reason of their  status as such,  including
liabilities that may arise in connection with certain sales of securities by the
Company.


                                      II-1.

<PAGE>




Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     Number           Exhibit
     ------           -----------------------------
     5                Opinion of Cooley Godward LLP

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

     23.2             Consent of Cooley Godward LLP (included in Exhibit 5)

     24               Powers of Attorney of the Company's directors and officers
                      (see Part II, page 5)

     99               Non-Executive Directors Stock Grant Plan (1)

---------------------
(1)      Filed as Appendix C to the Company's definitive proxy statement for its
         1997  Annual  Meeting of  Stockholders,  filed with the  Commission  on
         February 13, 1997 and incorporated herein by reference.

Item 9.  Undertakings.

         (a)      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,  as  amended  (the
                  "Securities  Act"),  (unless  the  information  required to be
                  included in a  post-effective  amendment by this  paragraph is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or Section  15(d) of the  Exchange  Act that are
                  incorporated by reference in this registration statement).

                        (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 (unless the information required to be included in a
                  post-effective  amendment  by this  paragraph  is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are  incorporated
                  by reference in this registration statement).  Notwithstanding
                  the  foregoing,  any  increase  or  decrease  in the volume of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed with the  Commission  pursuant to Rule 424(b) if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20% change in the maximum aggregate  offering price set
                  forth in the  "Calculation of  Registration  Fee" table in the
                  effective registration statement.


                                      II-2.

<PAGE>




                       (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.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.


                                      II-3.

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant, URS Corporation, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of San Francisco, State of California, on
March 25, 1997.

                                          URS Corporation



                                          By /s/MARTIN M. KOFFEL
                                            ------------------------------------
                                              Martin M. Koffel
                                              Chairman of the Board,
                                              President and
                                              Chief Executive Officer



                                      II-4.

<PAGE>


<TABLE>

                                POWER OF ATTORNEY


         Each person whose  signature  appears below hereby  appoints  Martin M.
Koffel  and Kent P.  Ainsworth,  and each of them  severally,  acting  alone and
without  the  other,  his true and lawful  attorney-in-fact  with  authority  to
execute in the name of each such  person,  and to file with the  Securities  and
Exchange  Commission,  together  with any exhibits  thereto and other  documents
therewith,  any and all amendments (including without limitation  post-effective
amendments) to this registration  statement necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations  and  requirements  of the  Securities  and Exchange  Commission  in
respect   thereof,   which  amendments  may  make  such  other  changes  in  the
registration statement as the aforesaid attorney-in-fact deems appropriate.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

<CAPTION>

Signature                                     Title                               Date
-----------------------------------          --------------------------------     ---------------
<S>                                          <C>                                  <C>
/s/ MARTIN M. KOFFEL                         Chairman of the Board, Chief         March 25, 1997
-----------------------------------          Executive Officer, President and     
Martin M. Koffel                             Director (Principal Executive        
                                             Officer)                             
                                             




/s/ KENT P. AINSWORTH                        Executive Vice President, Chief      March 25, 1997
-----------------------------------          Financial Officer, Principal      
Kent P. Ainsworth                            Accounting Officer and Secretary  
                                             




/s/ IRWIN L. ROSENSTEIN                      Vice President and Director          March 25, 1997               
-----------------------------------          
Irwin L. Rosenstein                          




/s/ RICHARD C. BLUM                          Director                             March 25, 1997
-----------------------------------
Richard C. Blum



                                             Director                             March 25, 1997
-----------------------------------
Emmet J. Cashin, Jr.




/s/ ROBERT L. COSTELLO                       Director                             March 25, 1997
-----------------------------------
Robert L. Costello




/s/ ARMEN DER MARDEROSIAN                    Director                             March 25, 1997
-----------------------------------
Armen Der Marderosian





                                                       II-5.

<PAGE>


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

/s/ ADM. S. ROBERT FOLEY, JR.                Director                             March 25, 1997
-----------------------------------
Adm. S. Robert Foley, Jr.


/s/ ROBERT D. GLYNN, JR.                     Director                             March 25, 1997
-----------------------------------
Robert D. Glynn, Jr.


/s/ SENATOR J. BENNETT JOHNSTON              Director                             March 25, 1997
------------------------------------
Senator J. Bennett Johnston


/s/ RICHARD B. MADDEN                        Director                             March 25, 1997
------------------------------------
Richard B. Madden


/s/ RICHARD Q. PRAEGER                       Director                             March 25, 1997
------------------------------------
Richard Q. Praeger


/s/ WILLIAM D. WALSH                         Director                             March 25, 1997
------------------------------------
William D. Walsh


</TABLE>


                                                       II-6.

<PAGE>




                                  EXHIBIT INDEX

                                                                     Sequential
Number            Exhibit                                            Page No.
-------           ---------------------------------------            -----------
5                 Opinion of Cooley Godward LLP                            9

23.1              Consent of Coopers & Lybrand L.L.P.                     10

23.2              Consent of Cooley Godward LLP
                   (included in Exhibit 5)

25                Powers of Attorney of the
                  Company's directors and officers
                  (see Part II, page 5)

99                Non-Executive Directors Stock Grant
                  Plan (1)

---------------------
(1)      Filed as Appendix C to the Company's definitive proxy statement for its
         1997  Annual  Meeting of  Stockholders,  filed with the  Commission  on
         February 13, 1997 and incorporated herein by reference.



                                      II-7.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19166}]
{"company-data": {"conformed-name": "URS CORP /NEW/", "cik": "0000102379", "assigned-sic": "8711", "irs-number": "941381538", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24069", "film-number": "97565614"}, "business-address": {"street1": "100 CALIFORNIA ST STE 500", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4157742700"}, "former-company": [{"former-conformed-name": "THORTEC INTERNATIONAL INC", "date-changed": "19900222"}, {"former-conformed-name": "URS CORP /DE/", "date-changed": "19871214"}]}
As filed with the Securities and Exchange Commission on March 27, 1997 
                                                     Registration No. 333-______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                                 URS CORPORATION
             (Exact name of registrant as specified in its charter)

       Delaware                    _____            94-1381538
(State or other jurisdiction of          (I.R.S.  Employer  Identification  No.)
incorporation or organization)

                        100 California Street, Suite 500
                      San Francisco, California 94111-4529
                                 (415) 774-2700
 (Address, including zip code, and telephone number, including area code,
                         of principal executive offices)
                                   ----------
                                 URS Corporation
                    Non-Executive Directors Stock Grant Plan
                            (Full title of the plan)

                                Kent P. Ainsworth
               Executive Vice President, Chief Financial Officer,
                   Principal Accounting Officer and Secretary
                                 URS Corporation
                        100 California Street, Suite 500
                      San Francisco, California 94111-4529
                                 (415) 774-2700
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                                   ----------
                                   Copies to:
                            Samuel M. Livermore, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                         San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                              Proposed maximum       Proposed maximum
    Title of each class of                                        offering              aggregate               Amount of
 securities to be registered     Amount to be registered     price per share (1)    offering price (1)       registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value            55,000 shares               $10.4375             $574,062.50               $173.96
        $.01 per share                                      
------------------------------------------------------------------------------------------------------------------------------------
(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(c) and (h)(1).  The above  calculation is based on
         the average of the reported high and low prices of the Common Shares on
         the New York Stock Exchange on March 21, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  are   incorporated  by  reference  in  this
Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the year ended October
31, 1996;

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since October 31, 1996; and

         (c) The  description  of the Company's  Common Shares  contained in the
Company's  registration  statement  filed under the Exchange Act,  including any
amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  referenced  herein  and to be a part  hereof  from the date of
filing (except that no document shall be deemed to be  incorporated by reference
if filed  after  the  filing of a  post-effective  amendment  which  deregisters
securities then remaining unsold).

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Certificate  of  Incorporation  contains  a  provision,
permitted  by Section  102(b)(7) of the Delaware  General  Corporation  Law (the
"Delaware Law"), eliminating the personal liability of a director to the Company
or its  stockholders  for monetary  damages for breach of fiduciary  duties as a
director, except for liability (i) for breach of the director's duty of loyalty,
(ii) under Section 174 of the Delaware Law  (concerning  the illegal  payment of
dividends by a  corporation),  (iii) for acts or omissions  not in good faith or
which involve  intentional  misconduct or a knowing violation of law or (iv) for
any transaction from which the director derived an improper personal benefit.

         Section 145 of the Delaware Law permits, subject to certain conditions,
the  indemnification  of  directors  or officers of a Delaware  corporation  for
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  incurred  in  connection  with the  defense of any  action,  suit or
proceeding  in relation to certain  matters  against  them as such  directors or
officers.  Article  VI of the  Company's  By-laws  generally  provides  that the
Company  shall  indemnify  its officers and  directors  in  accordance  with the
provisions of Section 145 of the Delaware Law.

         A third-party insurance carrier has agreed to reimburse the Company for
losses  resulting from certain  liabilities for wrongful acts or matters claimed
against  officers  or  directors  by reason of their  status as such,  including
liabilities that may arise in connection with certain sales of securities by the
Company.

                                      II-1.
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     Number           Exhibit
     ------           -----------------------------
     5                Opinion of Cooley Godward LLP

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

     23.2             Consent of Cooley Godward LLP (included in Exhibit 5)

     24               Powers of Attorney of the Company's directors and officers
                      (see Part II, page 5)

     99               Non-Executive Directors Stock Grant Plan (1)

---------------------
(1)      Filed as Appendix C to the Company's definitive proxy statement for its
         1997  Annual  Meeting of  Stockholders,  filed with the  Commission  on
         February 13, 1997 and incorporated herein by reference.

Item 9.  Undertakings.

         (a)      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,  as  amended  (the
                  "Securities  Act"),  (unless  the  information  required to be
                  included in a  post-effective  amendment by this  paragraph is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or Section  15(d) of the  Exchange  Act that are
                  incorporated by reference in this registration statement).

                        (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 (unless the information required to be included in a
                  post-effective  amendment  by this  paragraph  is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are  incorporated
                  by reference in this registration statement).  Notwithstanding
                  the  foregoing,  any  increase  or  decrease  in the volume of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed with the  Commission  pursuant to Rule 424(b) if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20% change in the maximum aggregate  offering price set
                  forth in the  "Calculation of  Registration  Fee" table in the
                  effective registration statement.

                                      II-2.
(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.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant, URS Corporation, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of San Francisco, State of California, on
March 25, 1997.

                                          URS Corporation

                                          By /s/MARTIN M. KOFFEL
                                            ------------------------------------
                                              Martin M. Koffel
                                              Chairman of the Board,
                                              President and
                                              Chief Executive Officer

                                      II-4.
POWER OF ATTORNEY

         Each person whose  signature  appears below hereby  appoints  Martin M.
Koffel  and Kent P.  Ainsworth,  and each of them  severally,  acting  alone and
without  the  other,  his true and lawful  attorney-in-fact  with  authority  to
execute in the name of each such  person,  and to file with the  Securities  and
Exchange  Commission,  together  with any exhibits  thereto and other  documents
therewith,  any and all amendments (including without limitation  post-effective
amendments) to this registration  statement necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations  and  requirements  of the  Securities  and Exchange  Commission  in
respect   thereof,   which  amendments  may  make  such  other  changes  in  the
registration statement as the aforesaid attorney-in-fact deems appropriate.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
Signature                                     Title                               Date
-----------------------------------          --------------------------------     ---------------
/s/ MARTIN M. KOFFEL                         Chairman of the Board, Chief         March 25, 1997
-----------------------------------          Executive Officer, President and     
Martin M. Koffel                             Director (Principal Executive        
                                             Officer)                             
                                             

/s/ KENT P. AINSWORTH                        Executive Vice President, Chief      March 25, 1997
-----------------------------------          Financial Officer, Principal      
Kent P. Ainsworth                            Accounting Officer and Secretary  
                                             

/s/ IRWIN L. ROSENSTEIN                      Vice President and Director          March 25, 1997               
-----------------------------------          
Irwin L. Rosenstein                          

/s/ RICHARD C. BLUM                          Director                             March 25, 1997
-----------------------------------
Richard C. Blum

                                             Director                             March 25, 1997
-----------------------------------
Emmet J. Cashin, Jr.

/s/ ROBERT L. COSTELLO                       Director                             March 25, 1997
-----------------------------------
Robert L. Costello

/s/ ARMEN DER MARDEROSIAN                    Director                             March 25, 1997
-----------------------------------
Armen Der Marderosian

                                                       II-5.
Signature                                     Title                               Date
-----------------------------------          --------------------------------     ---------------

/s/ ADM. S. ROBERT FOLEY, JR.                Director                             March 25, 1997
-----------------------------------
Adm. S. Robert Foley, Jr.

/s/ ROBERT D. GLYNN, JR.                     Director                             March 25, 1997
-----------------------------------
Robert D. Glynn, Jr.

/s/ SENATOR J. BENNETT JOHNSTON              Director                             March 25, 1997
------------------------------------
Senator J. Bennett Johnston

/s/ RICHARD B. MADDEN                        Director                             March 25, 1997
------------------------------------
Richard B. Madden

/s/ RICHARD Q. PRAEGER                       Director                             March 25, 1997
------------------------------------
Richard Q. Praeger

/s/ WILLIAM D. WALSH                         Director                             March 25, 1997
------------------------------------
William D. Walsh
II-6.
EXHIBIT INDEX

                                                                     Sequential
Number            Exhibit                                            Page No.
-------           ---------------------------------------            -----------
5                 Opinion of Cooley Godward LLP                            9

23.1              Consent of Coopers & Lybrand L.L.P.                     10

23.2              Consent of Cooley Godward LLP
                   (included in Exhibit 5)

25                Powers of Attorney of the
                  Company's directors and officers
                  (see Part II, page 5)

99                Non-Executive Directors Stock Grant
                  Plan (1)

---------------------
(1)      Filed as Appendix C to the Company's definitive proxy statement for its
         1997  Annual  Meeting of  Stockholders,  filed with the  Commission  on
         February 13, 1997 and incorporated herein by reference.

                                      II-7.