<PAGE>
 
    As filed with the Securities and Exchange Commission on April 10, 1995.

                                                    Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

Delaware                   
(State or other                                              51-0267091    
jurisdiction of                                           (I.R.S. Employer 
incorporation or              1285 Drummers Lane           Identification  
organization)              Wayne, Pennsylvania 19087           Number) 
                                                  
              (Address of Principal Executive Offices) (Zip Code)

                           SUNGARD DATA SYSTEMS INC.
                           1994 EQUITY INCENTIVE PLAN
                           (Full title of the plans)

                           Lawrence A. Gross, Esquire
                           SunGard Data Systems Inc.
                               1285 Drummers Lane
                           Wayne, Pennsylvania 19087
                                 (610) 341-8700
                     (Name, address, including zip code and
                     telephone number, including area code,
                             of agent for service)

                          Copies of Communications to:
                           Arthur H. Miller, Esquire
                        Blank, Rome, Comisky & McCauley
                          1200 Four Penn Center Plaza
                        Philadelphia, Pennsylvania 19103
                                 (215) 569-5544

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
                                          Proposed    Proposed                 
                              Amount to   maximum     maximum                  
                                 be       offering   aggregate       Amount of  
    Title of securities      registered    price      offering      registration
     to be registered            (1)     per share     price            fee     
- ---------------------------------------------------------------------------------
<S>                          <C>         <C>        <C>             <C>
Common Stock, par value         500,000  $44.875 (2) $22,437,000 (2)   $7,737.12
 $.01 per share                                                   
=================================================================================
</TABLE>

(1)  Plus such indeterminate number of shares as may be issued pursuant to
     certain anti-dilution provisions contained in the Plan.

(2)  Pursuant to Rule 457(h), based upon the average of the high and low sale
     prices of SunGard Data Systems Inc. Common Stock, par value $.01 per
     share, reported on The Nasdaq Stock Market on April 4, 1995.
<PAGE>
 
 PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

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

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

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

 PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

      (i) The Company's Annual Report on Form 10-K for the fiscal year ended
 December 31, 1994;

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

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

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

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

      Not Applicable.

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

      Lawrence A. Gross, Esquire, who prepared the opinion attached as Exhibit
 5.1 as to the legality of the shares of the Company's Common Stock issuable
 under the Plan, is Vice President and General Counsel of the Company, and, as
 of the date hereof, beneficially owns 2,182 shares of the Company's Common
 Stock and is eligible to receive awards under the Company's 1994 Equity 
 Incentive Plan.

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

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

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

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

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

      Not Applicable.

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

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

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

         5.1          Opinion of Counsel regarding legality.

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

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

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

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

      (a) The undersigned registrant hereby undertakes:

                                     - 3 -
<PAGE>
 
           (1) To file, during any period in which offers or sales are being
 made, a post-effective amendment to this Registration Statement:

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

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

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

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

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

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

      (b) The undersigned registrant hereby undertakes that, for purposes of
 determining any liability under the Securities Act of 1933, as amended, each
 filing of the registrant's annual report pursuant to section 13(a) or section
 15(d) of the Securities Exchange Act of 1934, as amended (and, where
 applicable, each filing of an employee benefit plan's annual report pursuant to
 section 15(d) of the Securities Exchange Act of 1934, as amended) that is
 incorporated by reference in the Registration Statement shall be deemed to be a
 new Registration Statement relating to the securities offered therein and the
 offering of such securities at that time shall be deemed to be the initial bona
 fide offering thereof.

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

                                     - 4 -
<PAGE>
 
                        SIGNATURES AND POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, as amended,
 the Registrant certifies that it has reasonable grounds to believe that it
 meets all the requirements for filing on Form S-8 and has duly caused this
 registration statement to be signed on its behalf by the undersigned, thereunto
 duly authorized, in Wayne, Pennsylvania, on the 7th day of April, 1995.

                                SUNGARD DATA SYSTEMS INC.

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

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

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

Name                          Title                          Date
- ----                          -----                          ----
 
s/ James L. Mann              Chairman, President and        April 7, 1995
- -------------------------     Chief Executive Officer     
James L. Mann                 (principal executive officer)
                              
 
s/ Michael J. Ruane           Vice President-Finance         April 7, 1995
- -------------------------     and Chief Financial Officer 
Michael J. Ruane              (principal financial officer)
                           
 
s/ Andrew P. Bronstein        Vice President and Controller  April 7, 1995
- -------------------------     (principal accounting officer)
Andrew P. Bronstein       


s/ Gregory S. Bentley         Director                       April 7, 1995
- -------------------------
Gregory S. Bentley


s/ Michael C. Brooks          Director                       April 7, 1995
- -------------------------
Michael C. Brooks


                      (SIGNATURES CONTINUED ON NEXT PAGE)

<PAGE>
 
Name                          Title                          Date
- ----                          -----                          ----

s/ Albert A. Eisenstat        Director                       April 7, 1995
- -------------------------
Albert A. Eisenstat


s/ Bernard Goldstein          Director                       April 7, 1995
- -------------------------
Bernard Goldstein


s/ Michael Roth               Director                       April 7, 1995
- -------------------------
Michael Roth


s/ Malcom I. Ruddock          Director                       April 7, 1995
- -------------------------
Malcolm I. Ruddock


s/ Lawrence J. Schoenberg     Director                       April 7, 1995
- -------------------------
Lawrence J. Schoenberg
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16871}]
{"company-data": {"conformed-name": "SUNGARD DATA SYSTEMS INC", "cik": "0000789388", "assigned-sic": "7374", "irs-number": "510267091", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58515", "film-number": "95527897"}, "business-address": {"street1": "1285 DRUMMERS LN", "street2": "SUITE 300", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "2153418700"}, "mail-address": {"street1": "1285 DRUMMERS LANE", "street2": "SUITE 300", "city": "WAYNE", "state": "PA", "zip": "19087"}, "former-company": {"former-conformed-name": "SUNDATA CORP", "date-changed": "19860310"}}
As filed with the Securities and Exchange Commission on April 10, 1995.

                                                    Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

Delaware                   
(State or other                                              51-0267091    
jurisdiction of                                           (I.R.S. Employer 
incorporation or              1285 Drummers Lane           Identification  
organization)              Wayne, Pennsylvania 19087           Number) 
                                                  
              (Address of Principal Executive Offices) (Zip Code)

                           SUNGARD DATA SYSTEMS INC.
                           1994 EQUITY INCENTIVE PLAN
                           (Full title of the plans)

                           Lawrence A. Gross, Esquire
                           SunGard Data Systems Inc.
                               1285 Drummers Lane
                           Wayne, Pennsylvania 19087
                                 (610) 341-8700
                     (Name, address, including zip code and
                     telephone number, including area code,
                             of agent for service)

                          Copies of Communications to:
                           Arthur H. Miller, Esquire
                        Blank, Rome, Comisky & McCauley
                          1200 Four Penn Center Plaza
                        Philadelphia, Pennsylvania 19103
                                 (215) 569-5544

                        CALCULATION OF REGISTRATION FEE
===============================================================================
                                          Proposed    Proposed                 
                              Amount to   maximum     maximum                  
                                 be       offering   aggregate       Amount of  
    Title of securities      registered    price      offering      registration
     to be registered            (1)     per share     price            fee     
- ---------------------------------------------------------------------------------
Common Stock, par value         500,000  $44.875 (2) $22,437,000 (2)   $7,737.12
 $.01 per share                                                   
=================================================================================
(1)  Plus such indeterminate number of shares as may be issued pursuant to
     certain anti-dilution provisions contained in the Plan.

(2)  Pursuant to Rule 457(h), based upon the average of the high and low sale
     prices of SunGard Data Systems Inc. Common Stock, par value $.01 per
     share, reported on The Nasdaq Stock Market on April 4, 1995.
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

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

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

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

 PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

      (i) The Company's Annual Report on Form 10-K for the fiscal year ended
 December 31, 1994;

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

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

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

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

      Not Applicable.

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

      Lawrence A. Gross, Esquire, who prepared the opinion attached as Exhibit
 5.1 as to the legality of the shares of the Company's Common Stock issuable
 under the Plan, is Vice President and General Counsel of the Company, and, as
 of the date hereof, beneficially owns 2,182 shares of the Company's Common
 Stock and is eligible to receive awards under the Company's 1994 Equity 
 Incentive Plan.

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

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

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

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

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

      Not Applicable.

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

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

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

         5.1          Opinion of Counsel regarding legality.

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

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

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

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

      (a) The undersigned registrant hereby undertakes:

                                     - 3 -
(1) To file, during any period in which offers or sales are being
 made, a post-effective amendment to this Registration Statement:

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

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

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

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

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

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

      (b) The undersigned registrant hereby undertakes that, for purposes of
 determining any liability under the Securities Act of 1933, as amended, each
 filing of the registrant's annual report pursuant to section 13(a) or section
 15(d) of the Securities Exchange Act of 1934, as amended (and, where
 applicable, each filing of an employee benefit plan's annual report pursuant to
 section 15(d) of the Securities Exchange Act of 1934, as amended) that is
 incorporated by reference in the Registration Statement shall be deemed to be a
 new Registration Statement relating to the securities offered therein and the
 offering of such securities at that time shall be deemed to be the initial bona
 fide offering thereof.

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

                                     - 4 -
SIGNATURES AND POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, as amended,
 the Registrant certifies that it has reasonable grounds to believe that it
 meets all the requirements for filing on Form S-8 and has duly caused this
 registration statement to be signed on its behalf by the undersigned, thereunto
 duly authorized, in Wayne, Pennsylvania, on the 7th day of April, 1995.

                                SUNGARD DATA SYSTEMS INC.

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

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

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

Name                          Title                          Date
- ----                          -----                          ----
 
s/ James L. Mann              Chairman, President and        April 7, 1995
- -------------------------     Chief Executive Officer     
James L. Mann                 (principal executive officer)
                              
 
s/ Michael J. Ruane           Vice President-Finance         April 7, 1995
- -------------------------     and Chief Financial Officer 
Michael J. Ruane              (principal financial officer)
                           
 
s/ Andrew P. Bronstein        Vice President and Controller  April 7, 1995
- -------------------------     (principal accounting officer)
Andrew P. Bronstein       

s/ Gregory S. Bentley         Director                       April 7, 1995
- -------------------------
Gregory S. Bentley

s/ Michael C. Brooks          Director                       April 7, 1995
- -------------------------
Michael C. Brooks

                      (SIGNATURES CONTINUED ON NEXT PAGE)
Name                          Title                          Date
- ----                          -----                          ----

s/ Albert A. Eisenstat        Director                       April 7, 1995
- -------------------------
Albert A. Eisenstat

s/ Bernard Goldstein          Director                       April 7, 1995
- -------------------------
Bernard Goldstein

s/ Michael Roth               Director                       April 7, 1995
- -------------------------
Michael Roth

s/ Malcom I. Ruddock          Director                       April 7, 1995
- -------------------------
Malcolm I. Ruddock

s/ Lawrence J. Schoenberg     Director                       April 7, 1995
- -------------------------
Lawrence J. Schoenberg