<PAGE> 1
  As filed with the Securities and Exchange Commission on September 12, 1996
                                              Registration No. 333- . . . . . .
===============================================================================

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


                                      FORM S-8

                               REGISTRATION STATEMENT
                                       under
                             THE SECURITIES ACT OF 1933

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

                                  NHP INCORPORATED
                (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
             Delaware                                52-1445137
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                 identification number)
</TABLE>

                          8065 Leesburg Pike, Suite 400
                            Vienna, Virginia 22182
                               (703) 394-2400
                     (Address of Principal Executive Offices)


                     SULLIVAN PERFORMANCE VESTING OPTIONS
                          (Full title of the plan)


                           J. RODERICK HELLER, III
                        8065 Leesburg Pike, Suite 400
                           Vienna, Virginia 22182
                               (703) 394-2400
(Name and address, including zip code, and telephone number, including area
code, of agent for service)

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

                      CALCULATION OF REGISTRATION FEE

==============================================================================
<TABLE>
<CAPTION>
                                  Proposed           Proposed
                       Amount      Maximum           Maximum        Amount of
Title of Securities    To Be     Offering Price     Aggregate      Registration
To Be Registered     Registered    Per Share      Offering Price       Fee
- -------------------------------------------------------------------------------
<S>                    <C>         <C>            <C>                 <C>
Shares of Common
 Stock, $.01 par
 value                 120,000     $19.43(1)      $2,331,600(1)       $804(1)
</TABLE>

(1)   In accordance with Rule 457(h)(1), the aggregate offering price and the
amount of the registration fee are computed on the basis of the actual exercise
price specified in the granted options.

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

<PAGE> 2

                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1).  In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

          (a)  The annual report on Form 10-K of NHP Incorporated (the
"Company") filed on March 29, 1996 for the fiscal year ended December 31, 1995
(the "Annual Report") pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.

          (c)  The description of the Common Stock, par value $.01 per share of
the Company (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
August 7, 1995, including any amendment or report filed for the purpose of
updating such description.

     In addition, all reports and other documents filed by the Company after the
date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that 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
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                         -2-

<PAGE> 3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation or is or was serving at the corporation's request in such
capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner such
person reasonably believes to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.  Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and provided further (unless
and to the extent that a court of competent jurisdiction provides otherwise),
that such person shall not have been adjudged liable to the corporation.
Section 8.01 of the Company's Bylaws provides in effect that the Company shall
indemnify its directors and officers to the fullest extent permitted by
Section 145 of the DGCL.

     Section 102(b)(7) of the DGCL provides that a corporation shall have the
power, if its certificate of incorporation so permits, to eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except for the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (regarding unlawful payments of dividends
and unlawful stock purchases and redemptions) or (iv) for any transaction from
which the director derived an improper personal benefit.  The Company's
Certificate of Incorporation limits directors' liability to the maximum extent
permitted by law.

     See Item 9 for the Registrant's undertakings with respect to
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     4    Sullivan Performance Vesting Option Agreement

     5    Opinion of Wilmer, Cutler & Pickering

     23.2 Consent of Arthur Andersen LLP dated September 11, 1996

     24.1 Consent of Wilmer, Cutler & Pickering (contained in their opinion
          filed as Exhibit 5)

     25   Power of attorney (included on signature page)

                                         -3-

<PAGE> 4

ITEM 9.  UNDERTAKINGS

     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; except, in
the case of phrases (i) and (ii), to the extent the information required 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
herein by reference.

          (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.

     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.

     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 provisions set forth in Item 6, 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> 5

                                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vienna, Virginia on the 12th day of September, 1996.

                                          NHP INCORPORATED


                                          By:  /s/ J. Roderick Heller, III
                                          -------------------------------------
                                          J. Roderick Heller, III
                                          Chief Executive Officer and President


                                   POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints J. Roderick Heller,
III and Joel F. Bonder as his or her true and lawful attorneys-in-fact each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this 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 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 for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitutes, each acting alone, 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.

<TABLE>
<CAPTION>
       Signature                      Title                       Date
       ---------                      -----                       ----
<S>                           <C>                            <C>
/s/ J. Roderick Heller, III
- ---------------------------   Chairman of the Board,         September 12, 1996
J. Roderick Heller, III       Chief Executive Officer,
                              President and Director
                              (principal executive officer)


/s/ Ann Torre Grant
- ---------------------------   Executive Vice President,      September 12, 1996
   Ann Torre Grant            Chief Financial Officer
                              and Treasurer
                              (principal financial officer)

/s/ Jeffrey J. Ochs
- ---------------------------   Vice President and Chief      September 12, 1996
   Jeffrey J. Ochs            Accounting Officer
                              (principal accounting officer)
</TABLE>

                                         -5-

<PAGE> 6

<TABLE>
<CAPTION>
       Signature                      Title                       Date
       ---------                      -----                       ----
<S>                           <C>                            <C>
/s/ Richard S. Bodman
- ---------------------------   Director                       September 12, 1996
   Richard S. Bodman


/s/ John W. Creighton, Jr.
- ---------------------------   Director                       September 12, 1996
John W. Creighton, Jr.


/s/ Lloyd N. Cutler
- ---------------------------   Director                       September 12, 1996
    Lloyd N. Cutler


/s/ Michael R. Eisenson
- ---------------------------   Director                       September 12, 1996
  Michael R. Eisenson


/s/ Tim R. Palmer
- ---------------------------   Director                       September 12, 1996
     Tim R. Palmer


/s/ Herbert S. Winokur, Jr.
- ---------------------------   Director                       September 12, 1996
Herbert S. Winokur, Jr.
</TABLE>

                                         -6-

<PAGE> 7

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number          Description
- -------         -----------
<S>             <C>
4               Sullivan Performance Vesting Option Agreement

5               Opinion of Wilmer, Cutler & Pickering

23.2            Consent of Arthur Andersen LLP dated September 11, 1996

24.1            Consent of Wilmer, Cutler & Pickering (contained in their
                opinion filed as Exhibit 5)

25              Power of attorney (included on signature page)
</TABLE>

                                        -7-
[{"type": "S-8", "sequence": "1", "description": "SULLIVAN PERFORMANCE VESTING OPTIONS", "secsgml_size_bytes": 16327}]
{"company-data": {"conformed-name": "NHP INC", "cik": "0000946358", "assigned-sic": "6531", "irs-number": "521445137", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11863", "film-number": "96629289"}, "business-address": {"street1": "1225 EYE ST NW", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "2023476247"}, "mail-address": {"street1": "1225 EYE ST NW", "city": "WASHINGTON", "state": "DC", "zip": "20005"}}
1
  As filed with the Securities and Exchange Commission on September 12, 1996
                                              Registration No. 333- . . . . . .
===============================================================================

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

                                      FORM S-8

                               REGISTRATION STATEMENT
                                       under
                             THE SECURITIES ACT OF 1933

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

                                  NHP INCORPORATED
                (Exact name of registrant as specified in its charter)
Delaware                                52-1445137
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                 identification number)
8065 Leesburg Pike, Suite 400
                            Vienna, Virginia 22182
                               (703) 394-2400
                     (Address of Principal Executive Offices)

                     SULLIVAN PERFORMANCE VESTING OPTIONS
                          (Full title of the plan)

                           J. RODERICK HELLER, III
                        8065 Leesburg Pike, Suite 400
                           Vienna, Virginia 22182
                               (703) 394-2400
(Name and address, including zip code, and telephone number, including area
code, of agent for service)

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

                      CALCULATION OF REGISTRATION FEE

==============================================================================
Proposed           Proposed
                       Amount      Maximum           Maximum        Amount of
Title of Securities    To Be     Offering Price     Aggregate      Registration
To Be Registered     Registered    Per Share      Offering Price       Fee
- -------------------------------------------------------------------------------
Shares of Common
 Stock, $.01 par
 value                 120,000     $19.43(1)      $2,331,600(1)       $804(1)
(1)   In accordance with Rule 457(h)(1), the aggregate offering price and the
amount of the registration fee are computed on the basis of the actual exercise
price specified in the granted options.

===============================================================================
2

                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1).  In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

          (a)  The annual report on Form 10-K of NHP Incorporated (the
"Company") filed on March 29, 1996 for the fiscal year ended December 31, 1995
(the "Annual Report") pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.

          (c)  The description of the Common Stock, par value $.01 per share of
the Company (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
August 7, 1995, including any amendment or report filed for the purpose of
updating such description.

     In addition, all reports and other documents filed by the Company after the
date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that 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
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                         -2-
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation or is or was serving at the corporation's request in such
capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner such
person reasonably believes to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.  Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and provided further (unless
and to the extent that a court of competent jurisdiction provides otherwise),
that such person shall not have been adjudged liable to the corporation.
Section 8.01 of the Company's Bylaws provides in effect that the Company shall
indemnify its directors and officers to the fullest extent permitted by
Section 145 of the DGCL.

     Section 102(b)(7) of the DGCL provides that a corporation shall have the
power, if its certificate of incorporation so permits, to eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except for the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (regarding unlawful payments of dividends
and unlawful stock purchases and redemptions) or (iv) for any transaction from
which the director derived an improper personal benefit.  The Company's
Certificate of Incorporation limits directors' liability to the maximum extent
permitted by law.

     See Item 9 for the Registrant's undertakings with respect to
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     4    Sullivan Performance Vesting Option Agreement

     5    Opinion of Wilmer, Cutler & Pickering

     23.2 Consent of Arthur Andersen LLP dated September 11, 1996

     24.1 Consent of Wilmer, Cutler & Pickering (contained in their opinion
          filed as Exhibit 5)

     25   Power of attorney (included on signature page)

                                         -3-
4

ITEM 9.  UNDERTAKINGS

     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; except, in
the case of phrases (i) and (ii), to the extent the information required 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
herein by reference.

          (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.

     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.

     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 provisions set forth in Item 6, 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-
5

                                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vienna, Virginia on the 12th day of September, 1996.

                                          NHP INCORPORATED

                                          By:  /s/ J. Roderick Heller, III
                                          -------------------------------------
                                          J. Roderick Heller, III
                                          Chief Executive Officer and President

                                   POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints J. Roderick Heller,
III and Joel F. Bonder as his or her true and lawful attorneys-in-fact each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this 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 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 for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitutes, each acting alone, 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.
Signature                      Title                       Date
       ---------                      -----                       ----
/s/ J. Roderick Heller, III
- ---------------------------   Chairman of the Board,         September 12, 1996
J. Roderick Heller, III       Chief Executive Officer,
                              President and Director
                              (principal executive officer)

/s/ Ann Torre Grant
- ---------------------------   Executive Vice President,      September 12, 1996
   Ann Torre Grant            Chief Financial Officer
                              and Treasurer
                              (principal financial officer)

/s/ Jeffrey J. Ochs
- ---------------------------   Vice President and Chief      September 12, 1996
   Jeffrey J. Ochs            Accounting Officer
                              (principal accounting officer)
-5-
6
Signature                      Title                       Date
       ---------                      -----                       ----
/s/ Richard S. Bodman
- ---------------------------   Director                       September 12, 1996
   Richard S. Bodman

/s/ John W. Creighton, Jr.
- ---------------------------   Director                       September 12, 1996
John W. Creighton, Jr.

/s/ Lloyd N. Cutler
- ---------------------------   Director                       September 12, 1996
    Lloyd N. Cutler

/s/ Michael R. Eisenson
- ---------------------------   Director                       September 12, 1996
  Michael R. Eisenson

/s/ Tim R. Palmer
- ---------------------------   Director                       September 12, 1996
     Tim R. Palmer

/s/ Herbert S. Winokur, Jr.
- ---------------------------   Director                       September 12, 1996
Herbert S. Winokur, Jr.
-6-
7

                                   EXHIBIT INDEX
Exhibit
Number          Description
- -------         -----------
4               Sullivan Performance Vesting Option Agreement

5               Opinion of Wilmer, Cutler & Pickering

23.2            Consent of Arthur Andersen LLP dated September 11, 1996

24.1            Consent of Wilmer, Cutler & Pickering (contained in their
                opinion filed as Exhibit 5)

25              Power of attorney (included on signature page)
-7-