<PAGE>
 
   As filed with the Securities and Exchange Commission on February 28, 1994.
                                               Registration No. 33-
- --------------------------------------------------------------------------------


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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

                          MARTIN MARIETTA CORPORATION
             (Exact name of registrant as specified in its charter)


        Maryland                                      52-1801551
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)



                              6801 Rockledge Drive
                            Bethesda, Maryland 20817
                    (Address of principal executive offices)

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

                               Sandia Corporation
                            Savings and Income Plan

                               Sandia Corporation
                           Savings and Security Plan
                            (Full title of the plan)

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

                             Frank H. Menaker, Jr.
                       Vice President and General Counsel
                          Martin Marietta Corporation
                              6801 Rockledge Drive
                            Bethesda, Maryland 20817
                                 (301) 897-6000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
 
                                              Proposed            Proposed
                                               maximum             maximum
Title of securities       Amount to be     offering price         aggregate          Amount of
to be registered(*)       registered(*)     per share(*)      offering price(*)   registration fee(**)
- --------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                <C>                  <C>
Common Stock, par
value $1.00 per share....   2,000,000          $ 46.00          $ 92,000,000         $ 31,740.00
- --------------------------------------------------------------------------------------------------
</TABLE> 
(*)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the plans described herein.
(**) Computed, pursuant to Rule 457, solely for the purpose of calculating the
     registration fee.
<PAGE>
 
                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

     The following documents filed by the Registrant or the Plan with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference and made a part hereof:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 filed with the Commission on February 28, 1994.

         (b)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any amendment or report filed for the purpose of updating such
descriptions;


     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which removes from registration all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such documents.


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

     Not Applicable


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

     The Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant. Counsel rendering such opinion is not eligible to
participate in the Plan.


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

     The Maryland General Corporation Law authorizes Maryland corporations
to limit the liability of directors and officers to the Corporation and its
stockholders for money damages except (i)

                                     - 1 -
<PAGE>
 
to the extent that it is proved that the director or officer actually received
an improper benefit or profit in money, property or services, for the amount of
the benefit or profit actually received, (ii) to the extent that a judgment or
other final adjudication adverse to the director or officer is entered in a
proceeding based on a finding in the proceeding that the director's or officer's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding, or (iii)
in respect of certain other actions not applicable to the Corporation.  The
Charter of the Corporation limits the liability of directors and officers of the
Corporation to the fullest extent permitted by the Maryland General Corporation
Law.

     The Maryland General Corporation Law also authorizes the Corporation
to indemnify present and past directors and officers of the Corporation or any
such person who is or was serving at the request of the Corporation as an
officer, director or employee of another Corporation (including service with
respect to employee benefit plans) against judgements, penalties, fines,
settlements and reasonable expenses (including attorney's fees) actually
incurred in connection with any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation in respect of which the
director or officer is adjudged to be liable to the Corporation) in which they
are made parties by reason of being or having been directors or officers unless
it is established that (i) the act or omission of the director or officer was
material to the cause of action adjudicated and was committed in bad faith or
was the result of active and deliberate dishonesty, (ii) the director or officer
actually received an improper personal benefit in money, property or services,
or (iii) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.  The Maryland
General Corporation Law also provides that, unless limited by the Corporation's
Charter, the Corporation shall indemnify present and past directors and officers
of the Corporation who are successful, on the merits or otherwise, in the
defense of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, against reasonable
expenses (including attorney's fees) incurred in connection with the proceeding.

     The Charter of the Corporation provides for indemnification of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law, and the Corporation's directors and officers are covered by
certain insurance policies maintained by the Corporation.


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

     Not Applicable

                                     - 2 -
<PAGE>
 
Item 8.   Exhibits.
          -------- 

     5.   Opinion of Stephen M. Piper, Esquire.

  23-A.   Consent of Ernst & Young.

  23-B.   Consent of KPMG Peat Marwick.

  23-C.   Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof).

    25.   Powers of Attorney.


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;

             (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 subparagraphs (1)(i) and (1)(ii) do not apply if
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.

         (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.

                                     - 3 -
<PAGE>
 
     (b)  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)  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.

                                     - 4 -
<PAGE>
 
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                          MARTIN MARIETTA CORPORATION

Date:  February 25, 1994                    By:  /s/ Frank H. Menaker, Jr.
                                                 -------------------------
                                                     Frank H. Menaker, Jr.
                                                     Vice President and
                                                     General Counsel


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE>                                                             
<CAPTION>                                                           
                                                                    
         Signature                      Title                Date   
         ---------                      -----                ----   
<S>                                 <C>                  <C>         
/s/ Norman R. Augustine             Chairman of the      February 25, 1994
    -------------------             Board, Chief 
    Norman R. Augustine*            Executive Officer    
                                                                
 
/s/ Marcus C. Bennett               Director, Vice       February 25, 1994
    ----------------                President, Chief 
    Marcus C. Bennett*              Financial and 
                                    Chief Accounting                            
                                    Officer          
 
/s/ Lamar Alexander                 Director             February 25, 1994
    ----------------   
    Lamar Alexander*
 
/s/ John J. Byrne                   Director             February 25, 1994
    ----------------
    John J. Byrne*
 
/s/ A. James Clark                  Director             February 25, 1994
    ----------------
    A. James Clark*
 
/s/ Edwin I. Colodny                Director             February 25, 1994
    ----------------    
    Edwin I. Colodny*
 
/s/ James L. Everett, III           Director             February 25, 1994
    ----------------
    James L. Everett, III*
 
 
</TABLE>
<PAGE>
 
<TABLE>                                                             
<CAPTION>                                                           
                                                                    
         Signature                      Title                Date   
         ---------                      -----                ----   
<S>                                 <C>                  <C>         

 
/s/ Edward L. Hennessy, Jr.          Director            February 25, 1994
    ------------------------          
    Edward L. Hennessy, Jr.*
 
/s/ Edward E. Hood, Jr.              Director            February 25, 1994
    -------------------             
    Edward E. Hood, Jr.*
 
/s/ Caleb B. Hurtt                   Director            February 25, 1994 
    ---------------                     
    Caleb B. Hurtt*
 
/s/ Gwendolyn S. King                Director            February 25, 1994
    ------------------
    Gwendolyn S. King*
 
/s/ Melvin R. Laird                  Director            February 25, 1994 
    ----------------                   
    Melvin R. Laird*
 
/s/ Gordon S. Macklin                Director            February 25, 1994 
    ------------------
    Gordon S. Macklin*
 
/s/ Eugene F. Murphy                 Director            February 25, 1994 
    ----------------                   
    Eugene F. Murphy*
 
/s/ Allen E. Murray                  Director            February 25, 1994 
    ----------------                   
    Allen E. Murray*
 
/s/ John W. Vessey, Jr.              Director            February 25, 1994 
    --------------------
    John W. Vessey, Jr.*
 
/s/ A. Thomas Young                  Director            February 25, 1994 
    ----------------                   
    A. Thomas Young*
 

          *By: /s/ Stephen M. Piper                      February 25, 1994
                   -----------------                                       
                  (Stephen M. Piper, Attorney-in-fact**)


</TABLE> 
_____________________

**By authority of Powers of Attorney filed with this Registration
  Statement on Form S-8.
<PAGE>
 
                               Index to Exhibits
                               -----------------
<TABLE>
<CAPTION>
 
 
Exhibit
Number     Description                                          Page
- ---------  -----------                                          ----
<S>        <C>                                                  <C>
 
   5        Opinion of Stephen M. Piper, Esquire.                 8
 
 23-A       Consent of Ernst & Young.                             9
 
 23-B       Consent of KPMG Peat Marwick.                        10

 23-C       Consent of Stephen M. Piper, Esquire (contained
            in Exhibit 5 hereof).
 
  25        Powers of Attorney.                                  11
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17700}]
{"company-data": {"conformed-name": "MARTIN MARIETTA CORP /MD/", "cik": "0000897599", "assigned-sic": "3670", "irs-number": "521801551", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52429", "film-number": "94513681"}, "business-address": {"street1": "6801 ROCKLEDGE DR", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3018976000"}, "former-company": {"former-conformed-name": "PARENT CORP", "date-changed": "19930219"}}
As filed with the Securities and Exchange Commission on February 28, 1994.
                                               Registration No. 33-
- --------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

                          MARTIN MARIETTA CORPORATION
             (Exact name of registrant as specified in its charter)

        Maryland                                      52-1801551
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                              6801 Rockledge Drive
                            Bethesda, Maryland 20817
                    (Address of principal executive offices)

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

                               Sandia Corporation
                            Savings and Income Plan

                               Sandia Corporation
                           Savings and Security Plan
                            (Full title of the plan)

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

                             Frank H. Menaker, Jr.
                       Vice President and General Counsel
                          Martin Marietta Corporation
                              6801 Rockledge Drive
                            Bethesda, Maryland 20817
                                 (301) 897-6000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
 
                                              Proposed            Proposed
                                               maximum             maximum
Title of securities       Amount to be     offering price         aggregate          Amount of
to be registered(*)       registered(*)     per share(*)      offering price(*)   registration fee(**)
- --------------------------------------------------------------------------------------------------
Common Stock, par
value $1.00 per share....   2,000,000          $ 46.00          $ 92,000,000         $ 31,740.00
- --------------------------------------------------------------------------------------------------
(*)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the plans described herein.
(**) Computed, pursuant to Rule 457, solely for the purpose of calculating the
     registration fee.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents filed by the Registrant or the Plan with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference and made a part hereof:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 filed with the Commission on February 28, 1994.

         (b)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any amendment or report filed for the purpose of updating such
descriptions;

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which removes from registration all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such documents.

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

     Not Applicable

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

     The Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant. Counsel rendering such opinion is not eligible to
participate in the Plan.

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

     The Maryland General Corporation Law authorizes Maryland corporations
to limit the liability of directors and officers to the Corporation and its
stockholders for money damages except (i)

                                     - 1 -
to the extent that it is proved that the director or officer actually received
an improper benefit or profit in money, property or services, for the amount of
the benefit or profit actually received, (ii) to the extent that a judgment or
other final adjudication adverse to the director or officer is entered in a
proceeding based on a finding in the proceeding that the director's or officer's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding, or (iii)
in respect of certain other actions not applicable to the Corporation.  The
Charter of the Corporation limits the liability of directors and officers of the
Corporation to the fullest extent permitted by the Maryland General Corporation
Law.

     The Maryland General Corporation Law also authorizes the Corporation
to indemnify present and past directors and officers of the Corporation or any
such person who is or was serving at the request of the Corporation as an
officer, director or employee of another Corporation (including service with
respect to employee benefit plans) against judgements, penalties, fines,
settlements and reasonable expenses (including attorney's fees) actually
incurred in connection with any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation in respect of which the
director or officer is adjudged to be liable to the Corporation) in which they
are made parties by reason of being or having been directors or officers unless
it is established that (i) the act or omission of the director or officer was
material to the cause of action adjudicated and was committed in bad faith or
was the result of active and deliberate dishonesty, (ii) the director or officer
actually received an improper personal benefit in money, property or services,
or (iii) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.  The Maryland
General Corporation Law also provides that, unless limited by the Corporation's
Charter, the Corporation shall indemnify present and past directors and officers
of the Corporation who are successful, on the merits or otherwise, in the
defense of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, against reasonable
expenses (including attorney's fees) incurred in connection with the proceeding.

     The Charter of the Corporation provides for indemnification of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law, and the Corporation's directors and officers are covered by
certain insurance policies maintained by the Corporation.

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

     Not Applicable

                                     - 2 -
Item 8.   Exhibits.
          -------- 

     5.   Opinion of Stephen M. Piper, Esquire.

  23-A.   Consent of Ernst & Young.

  23-B.   Consent of KPMG Peat Marwick.

  23-C.   Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof).

    25.   Powers of Attorney.

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;

             (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 subparagraphs (1)(i) and (1)(ii) do not apply if
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.

         (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.

                                     - 3 -
(b)  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)  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.

                                     - 4 -
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                          MARTIN MARIETTA CORPORATION

Date:  February 25, 1994                    By:  /s/ Frank H. Menaker, Jr.
                                                 -------------------------
                                                     Frank H. Menaker, Jr.
                                                     Vice President and
                                                     General Counsel

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature                      Title                Date   
         ---------                      -----                ----
/s/ Norman R. Augustine             Chairman of the      February 25, 1994
    -------------------             Board, Chief 
    Norman R. Augustine*            Executive Officer    
                                                                
 
/s/ Marcus C. Bennett               Director, Vice       February 25, 1994
    ----------------                President, Chief 
    Marcus C. Bennett*              Financial and 
                                    Chief Accounting                            
                                    Officer          
 
/s/ Lamar Alexander                 Director             February 25, 1994
    ----------------   
    Lamar Alexander*
 
/s/ John J. Byrne                   Director             February 25, 1994
    ----------------
    John J. Byrne*
 
/s/ A. James Clark                  Director             February 25, 1994
    ----------------
    A. James Clark*
 
/s/ Edwin I. Colodny                Director             February 25, 1994
    ----------------    
    Edwin I. Colodny*
 
/s/ James L. Everett, III           Director             February 25, 1994
    ----------------
    James L. Everett, III*
Signature                      Title                Date   
         ---------                      -----                ----
/s/ Edward L. Hennessy, Jr.          Director            February 25, 1994
    ------------------------          
    Edward L. Hennessy, Jr.*
 
/s/ Edward E. Hood, Jr.              Director            February 25, 1994
    -------------------             
    Edward E. Hood, Jr.*
 
/s/ Caleb B. Hurtt                   Director            February 25, 1994 
    ---------------                     
    Caleb B. Hurtt*
 
/s/ Gwendolyn S. King                Director            February 25, 1994
    ------------------
    Gwendolyn S. King*
 
/s/ Melvin R. Laird                  Director            February 25, 1994 
    ----------------                   
    Melvin R. Laird*
 
/s/ Gordon S. Macklin                Director            February 25, 1994 
    ------------------
    Gordon S. Macklin*
 
/s/ Eugene F. Murphy                 Director            February 25, 1994 
    ----------------                   
    Eugene F. Murphy*
 
/s/ Allen E. Murray                  Director            February 25, 1994 
    ----------------                   
    Allen E. Murray*
 
/s/ John W. Vessey, Jr.              Director            February 25, 1994 
    --------------------
    John W. Vessey, Jr.*
 
/s/ A. Thomas Young                  Director            February 25, 1994 
    ----------------                   
    A. Thomas Young*
 

          *By: /s/ Stephen M. Piper                      February 25, 1994
                   -----------------                                       
                  (Stephen M. Piper, Attorney-in-fact**)
_____________________

**By authority of Powers of Attorney filed with this Registration
  Statement on Form S-8.
Index to Exhibits
                               -----------------
Exhibit
Number     Description                                          Page
- ---------  -----------                                          ----
5        Opinion of Stephen M. Piper, Esquire.                 8
 
 23-A       Consent of Ernst & Young.                             9
 
 23-B       Consent of KPMG Peat Marwick.                        10

 23-C       Consent of Stephen M. Piper, Esquire (contained
            in Exhibit 5 hereof).
 
  25        Powers of Attorney.                                  11