<PAGE>
 
                                               Registration Statement No.33-____


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                  Intermedia Communications of Florida, Inc.
- --------------------------------------------------------------------------------
              (Exact name of issuer as specified in its charter)
 
 
             Delaware                               59-291-3586
      -------------------------------            ------------------  
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)            Identification No.)
 
 
               3625 Queen Palm Drive, Tampa, Florida    33619-1309
              ---------------------------------------------------  
              (Address of Principal Executive Offices)  (Zip Code)

 
                  Intermedia Communications of Florida, Inc.
                           Long Term Incentive Plan
                  ------------------------------------------
                           (Full title of the plan)

 
                                David C. Ruberg
                       Chairman of the Board, President
                          and Chief Executive Officer
                  Intermedia Communications of Florida, Inc.
               3625 Queen Palm Drive, Tampa, Florida 33619-1309
               ------------------------------------------------ 
                    (Name and address of agent for service)
 
 
                                (813) 621-0011
         ------------------------------------------------------------  
         (Telephone number, including area code, of agent for service)


                           _________________________

                                With a copy to:

                      Ralph J. Sutcliffe, Esq.
                      Kronish, Lieb, Weiner & Hellman LLP
                      1114 Avenue of the Americas
                      New York, New York 10036-7798

                           _________________________



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                           Proposed   Proposed
Title of                    maximum    maximum      Amount
securities      Amount     offering   aggregate       of
to be            to be       price    offering   registration
registered    registered   per share    price        fee
- ------------------------------------------------------------- 
<S>            <C>        <C>      <C>          <C>
Common         1,500,000  $30 (1)  $45,000,000  $15,517.24
 stock $0.1
 par value

</TABLE>


(1)  Average of the bid and asked prices as reported on the Nasdaq National
Market on May 10, 1996, pursuant to Rule 457(c).
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The following documents, which have been filed by the Intermedia
Communications of Florida, Inc. (the "Company") with the Securities and Exchange
Commission (the "SEC"), are incorporated by reference in this Registration
Statement as of their respective dates:
 
      (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995;

      (b) The Company's Current Report on Form 8-K filed with the SEC on
February 21, 1996;

      (c) The Company's Current Report on Form 8-K filed with the SEC on March
13, 1996;

      (d) The Company's Current Report on Form 8-K filed with the SEC on April
30, 1996; 

      (e)  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and

      (f) The description of capital stock contained in the Company's
registration statements on Form 8-A under the Exchange Act, filed April 7, 1992,
April 28, 1992 and April 30, 1992 (File No. 0-20135).

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities registered have been sold or which deregisters all securities
then remaining unsold, 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 5.  Interests of Named Experts and Counsel
         --------------------------------------

      Ralph J. Sutcliffe, a partner of Kronish, Lieb, Weiner & Hellman LLP and
counsel to the registrant, beneficially owns 5,745 shares of the Company's
common stock.

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

      The Company's Certificate of Incorporation provides that the Company will
to the fullest extent permitted by the General Corporation Law of the State of
Delaware (the "GCL"), as amended from time to time, indemnify all persons whom
it may indemnify pursuant thereto.  The Company's By-laws contain a

                                       2
<PAGE>
 
similar provision requiring indemnification of the Company's directors and
officers to the fullest extent authorized by the GCL. The GCL permits a
corporation to indemnify its directors and officers (among others) against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with any
action, suit or proceeding brought (or threatened to be brought) by third
parties, if such directors or officers acted in good faith and in a manner they
reasonably believed 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 their conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, indemnification may be made
- ----
for expenses (including attorneys' fees) actually and reasonably incurred by
directors and officers in connection with the defense or settlement of such
action if they had acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the Company unless and only
to the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses. The GCL further
provides that, to the extent any director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
this paragraph, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. In addition, the Company's
Certificate of Incorporation contains a provision limiting the personal
liability of the Company's directors for monetary damages for certain breaches
of their fiduciary duty. The Company has indemnification insurance under which
directors and officers are insured against certain liability that may occur in
their capacity as such.


  Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, 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 said Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

                                       3
<PAGE>
 
Item 8.  Exhibits.
         -------- 

      4.1  Restated Certificate of Incorporation of the Company, together with
all amendments thereto.  Exhibit 3.1 to the Company's S-1 filed with the SEC on
November 8, 1993 (No. 33-69053) (the "Form S-1") is incorporated herein by
reference.

      4.2  By-Laws of the Company, together with all amendments thereto.
Exhibit 3.2 to the Form S-1 is incorporated herein by reference.

      5.1  Opinion of counsel as to legality of the shares of common stock
covered by this Registration Statement.

      23.1 Consent of Ernst & Young LLP

      23.2 Consent of Mendelsohn Kary Bell & Natoli, P.C.

      23.3 Consent of counsel (included within Exhibit 5.1)

 

                                       4
<PAGE>
 
Item 9.  Undertakings.
         ------------ 

A.    Post-Effective Amendments
      -------------------------

      The registrant hereby undertakes:

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

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

          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

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

provided, however, that subparagraphs (i) and (ii) above will not apply if the
- --------  -------                                                             
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended ("1934 Act"), that are incorporated by reference in this
Registration Statement.

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

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

                                       5
<PAGE>
 
B.    Subsequent Documents Incorporated by Reference
      ----------------------------------------------

      The registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 1934 Act) that is incorporated by reference in this Registration Statement
will 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.    Claims for Indemnification
      --------------------------

      Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC 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.

                                       6
<PAGE>
 
                                   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 the City of Tampa, State of Florida, on the 17th day of May,
1996.

                Intermedia Communications of Florida, Inc.
                (Registrant)


                By:  /s/ David C. Ruberg
                   -------------------------------------
                  David C. Ruberg
                  Chairman of the Board, President and
                  Chief Executive Officer


      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in all
capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
Signature                         Title               Date
- ------------------------  ----------------------  ------------
<S>                       <C>                     <C>
/s/ David C. Ruberg       Chairman of the         May 17, 1996
- ------------------------  Board, President,
David C. Ruberg           Chief Executive
                          Officer and Director
 
 
/s/ Ronald L. Tolliver    Senior Vice             May 17, 1996
- ------------------------  President, Chief
Ronald L. Tolliver        Financial Officer and
                          Secretary
 
 
/s/ Jeanne M. Walters     Controller and Chief    May 17, 1996
- ------------------------  Accounting Officer
Jeanne M. Walters
 

- ------------------------  Director                May 17, 1996
John C. Baker
 
 
 
/s/ George F. Knapp       Director                May 17, 1996
- ------------------------
George F. Knapp
 
</TABLE>

                                       7

<PAGE>


                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
Exhibit                                                  Page
- -------                                                  -----
<S>         <C>                                          <C> 
 
4.1          Restated Certificate of                       -
             Incorporation of the Company,
             together with all amendments
             thereto.  Exhibit 3.1 to the
             Company's S-1 filed with the SEC on
             November 8, 1993 (No. 33-69053) (the
             "Form S-1") is incorporated herein
             by reference.
 
4.2          By-Laws of the Company, together              -
             with all amendments thereto.
             Exhibit 3.2 to the Form S-1 is
             incorporated herein by reference.
 
5.1          Opinion of counsel as to                     9
             legality of the shares of common
             stock covered by this Registration
             Statement.
 
23.1         Consent of Ernst & Young LLP                 11
 
23.2         Consent of Mendelsohn Kary Bell              12
             & Natoli, P.C.
 
23.3         Consent of counsel (included                 -
             within Exhibit 5.1)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16716}]
{"company-data": {"conformed-name": "INTERMEDIA COMMUNICATIONS OF FLORIDA INC", "cik": "0000885067", "assigned-sic": "4813", "irs-number": "592913586", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03955", "film-number": "96569134"}, "business-address": {"street1": "3625 QUEEN PALM DR", "street2": "STE 720", "city": "TAMPA", "state": "FL", "zip": "33619", "phone": "8136210011"}}
Registration Statement No.33-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                  Intermedia Communications of Florida, Inc.
- --------------------------------------------------------------------------------
              (Exact name of issuer as specified in its charter)
 
 
             Delaware                               59-291-3586
      -------------------------------            ------------------  
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)            Identification No.)
 
 
               3625 Queen Palm Drive, Tampa, Florida    33619-1309
              ---------------------------------------------------  
              (Address of Principal Executive Offices)  (Zip Code)

 
                  Intermedia Communications of Florida, Inc.
                           Long Term Incentive Plan
                  ------------------------------------------
                           (Full title of the plan)

 
                                David C. Ruberg
                       Chairman of the Board, President
                          and Chief Executive Officer
                  Intermedia Communications of Florida, Inc.
               3625 Queen Palm Drive, Tampa, Florida 33619-1309
               ------------------------------------------------ 
                    (Name and address of agent for service)
 
 
                                (813) 621-0011
         ------------------------------------------------------------  
         (Telephone number, including area code, of agent for service)

                           _________________________

                                With a copy to:

                      Ralph J. Sutcliffe, Esq.
                      Kronish, Lieb, Weiner & Hellman LLP
                      1114 Avenue of the Americas
                      New York, New York 10036-7798

                           _________________________

                        CALCULATION OF REGISTRATION FEE
Proposed   Proposed
Title of                    maximum    maximum      Amount
securities      Amount     offering   aggregate       of
to be            to be       price    offering   registration
registered    registered   per share    price        fee
- -------------------------------------------------------------
Common         1,500,000  $30 (1)  $45,000,000  $15,517.24
 stock $0.1
 par value
(1)  Average of the bid and asked prices as reported on the Nasdaq National
Market on May 10, 1996, pursuant to Rule 457(c).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The following documents, which have been filed by the Intermedia
Communications of Florida, Inc. (the "Company") with the Securities and Exchange
Commission (the "SEC"), are incorporated by reference in this Registration
Statement as of their respective dates:
 
      (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995;

      (b) The Company's Current Report on Form 8-K filed with the SEC on
February 21, 1996;

      (c) The Company's Current Report on Form 8-K filed with the SEC on March
13, 1996;

      (d) The Company's Current Report on Form 8-K filed with the SEC on April
30, 1996; 

      (e)  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and

      (f) The description of capital stock contained in the Company's
registration statements on Form 8-A under the Exchange Act, filed April 7, 1992,
April 28, 1992 and April 30, 1992 (File No. 0-20135).

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities registered have been sold or which deregisters all securities
then remaining unsold, 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 5.  Interests of Named Experts and Counsel
         --------------------------------------

      Ralph J. Sutcliffe, a partner of Kronish, Lieb, Weiner & Hellman LLP and
counsel to the registrant, beneficially owns 5,745 shares of the Company's
common stock.

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

      The Company's Certificate of Incorporation provides that the Company will
to the fullest extent permitted by the General Corporation Law of the State of
Delaware (the "GCL"), as amended from time to time, indemnify all persons whom
it may indemnify pursuant thereto.  The Company's By-laws contain a

                                       2
similar provision requiring indemnification of the Company's directors and
officers to the fullest extent authorized by the GCL. The GCL permits a
corporation to indemnify its directors and officers (among others) against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with any
action, suit or proceeding brought (or threatened to be brought) by third
parties, if such directors or officers acted in good faith and in a manner they
reasonably believed 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 their conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, indemnification may be made
- ----
for expenses (including attorneys' fees) actually and reasonably incurred by
directors and officers in connection with the defense or settlement of such
action if they had acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the Company unless and only
to the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses. The GCL further
provides that, to the extent any director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
this paragraph, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. In addition, the Company's
Certificate of Incorporation contains a provision limiting the personal
liability of the Company's directors for monetary damages for certain breaches
of their fiduciary duty. The Company has indemnification insurance under which
directors and officers are insured against certain liability that may occur in
their capacity as such.

  Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, 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 said Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

                                       3
Item 8.  Exhibits.
         -------- 

      4.1  Restated Certificate of Incorporation of the Company, together with
all amendments thereto.  Exhibit 3.1 to the Company's S-1 filed with the SEC on
November 8, 1993 (No. 33-69053) (the "Form S-1") is incorporated herein by
reference.

      4.2  By-Laws of the Company, together with all amendments thereto.
Exhibit 3.2 to the Form S-1 is incorporated herein by reference.

      5.1  Opinion of counsel as to legality of the shares of common stock
covered by this Registration Statement.

      23.1 Consent of Ernst & Young LLP

      23.2 Consent of Mendelsohn Kary Bell & Natoli, P.C.

      23.3 Consent of counsel (included within Exhibit 5.1)

 

                                       4
Item 9.  Undertakings.
         ------------ 

A.    Post-Effective Amendments
      -------------------------

      The registrant hereby undertakes:

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

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

          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

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

provided, however, that subparagraphs (i) and (ii) above will not apply if the
- --------  -------                                                             
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended ("1934 Act"), that are incorporated by reference in this
Registration Statement.

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

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

                                       5
B.    Subsequent Documents Incorporated by Reference
      ----------------------------------------------

      The registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 1934 Act) that is incorporated by reference in this Registration Statement
will 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.    Claims for Indemnification
      --------------------------

      Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC 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.

                                       6
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 the City of Tampa, State of Florida, on the 17th day of May,
1996.

                Intermedia Communications of Florida, Inc.
                (Registrant)

                By:  /s/ David C. Ruberg
                   -------------------------------------
                  David C. Ruberg
                  Chairman of the Board, President and
                  Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in all
capacities and on the dates indicated.
Signature                         Title               Date
- ------------------------  ----------------------  ------------
/s/ David C. Ruberg       Chairman of the         May 17, 1996
- ------------------------  Board, President,
David C. Ruberg           Chief Executive
                          Officer and Director
 
 
/s/ Ronald L. Tolliver    Senior Vice             May 17, 1996
- ------------------------  President, Chief
Ronald L. Tolliver        Financial Officer and
                          Secretary
 
 
/s/ Jeanne M. Walters     Controller and Chief    May 17, 1996
- ------------------------  Accounting Officer
Jeanne M. Walters
 

- ------------------------  Director                May 17, 1996
John C. Baker
 
 
 
/s/ George F. Knapp       Director                May 17, 1996
- ------------------------
George F. Knapp
7
EXHIBIT INDEX
Exhibit                                                  Page
- -------                                                  -----
4.1          Restated Certificate of                       -
             Incorporation of the Company,
             together with all amendments
             thereto.  Exhibit 3.1 to the
             Company's S-1 filed with the SEC on
             November 8, 1993 (No. 33-69053) (the
             "Form S-1") is incorporated herein
             by reference.
 
4.2          By-Laws of the Company, together              -
             with all amendments thereto.
             Exhibit 3.2 to the Form S-1 is
             incorporated herein by reference.
 
5.1          Opinion of counsel as to                     9
             legality of the shares of common
             stock covered by this Registration
             Statement.
 
23.1         Consent of Ernst & Young LLP                 11
 
23.2         Consent of Mendelsohn Kary Bell              12
             & Natoli, P.C.
 
23.3         Consent of counsel (included                 -
             within Exhibit 5.1)