<PAGE>
 
      As filed with the Commission on December 4, 1996 File No. 33-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

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

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

 

                                BROOKSTONE, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                        06-1182895
-------------------------------                     ----------------------
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                        Identification No.)


                              17 Riverside Street
                          Nashua, New Hampshire  03062
-------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                       1996 DIRECTORS' STOCK OPTION PLAN
                       ---------------------------------
                            (Full title of the plan)

                               Michael A. O'Hara
                                Brookstone, Inc.
                              17 Riverside Street
                          Nashua, new Hampshire  03062
                                 (603) 880-9500
-------------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------
Title of              Amount     Proposed    Proposed    Amount of
Securities            to be      maximum     maximum    registration
to be               registered   offering   aggregate     fee/(2)/
registered                      price per    offering
                                share/(1)/  price/(1)/
--------------------------------------------------------------------
<S>                 <C>         <C>         <C>         <C>
Common Stock,          150,000     $10.11   $1,516,250       $459.47
par value $0.001
--------------------------------------------------------------------
</TABLE>

/(1)/  Of the 150,000 shares of Common Stock, par value $0.001 per share,
registered hereunder, 40,000 are subject to outstanding options at an exercise
price of $10.75 per share.  The offering price for the remaining 110,000 shares
not subject to outstanding options has been estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low prices of Brookstone, Inc. Common Stock, par value
$0.001, reported on the Nasdaq National Market System on December 3, 1996.

/(2)/  The registration fee consists of (a) $130.30 payable in respect of 40,000
shares subject to options at an exercise price of $10.75 plus (b) $329.17
payable in respect of 110,000 shares at an assumed price of $9.875 per share
not yet subject to outstanding options on the date hereof.

                            Exhibit Index on Page 7.

                                      -1-
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.   Incorporation of Documents by Reference.
          ----------------------------------------

          The Registrant hereby incorporates the following documents herein by 
          reference:
 
(a)       The Registrant's Annual Report on Form 10-K filed with the 
          Securities and Exchange Commission (the "Commission") on May 1, 1996.
          
(b)       All reports filed pursuant to Section 13(a) or 15(d) of the 
          Securities and Exchange Act of 1934, as amended (the "Exchange Act"), 
          since the end of the fiscal year covered by the Annual Report on
          Form 10-K.
          
(c)       The description of the Common Stock of the Registrant contained in 
          the Registration Statement on Form S-1 originally filed with the 
          Commission on April 10, 1992 (File No. 33-47123) under the
          Securities Act of 1933, as amended, under the caption "Description 
          of Capital Stock" incorporated by reference into the Registrant's
          Registration Statement on Form 8-A filed with the Commission on 
          March 22, 1993 under Section 12 of the Securities Exchange.
 
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15 of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed incorporated herein by reference from the date of
filing of such documents.
 
Item 4.    Description of Securities.
           --------------------------
 
           Not required.
 
Item 5.    Interests of Named Experts and Counsel.
           ---------------------------------------
 
           No material interests.
 
Item 6.    Indemnification of Directors and Officers.
           ------------------------------------------
 
           Section 145 of the General Corporation Law of the State of Delaware,
as amended, 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 or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or 

                                      -2-
<PAGE>
 
proceeding, had no reasonable cause to believe his conduct was unlawful. Section
145 further provides that a corporation similarly may indemnify any such person
serving in any such capacity who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor, against expenses actually
and reasonably incurred in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
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 which the Court of Chancery or such other court shall deem proper.
 
           Section 102(b) (7) of the General Corporation Law of the State of
Delaware, as amended, permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit 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 General Corporation Law
of the State of Delaware (relating to unlawful payment of dividends and unlawful
stock purchase and redemption) or (iv) for any transaction from which the
director derived an improper personal benefit.
 
           The Registrant's Restated Certificate of Incorporation provides that
the Company's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liabilities is not permitted under
the General Corporation Law of the State of Delaware as in effect at the time
such liability is determined. The Restated Certificate of Incorporation further
provides that the registrant shall indemnify its directors and officers to the
full extent permitted by the laws of the State of Delaware.
 
           The Company also maintains directors' and officers' liability
insurance with a limit of $5,000,000.
 
Item 7.    Exemption from Registration Claimed.
           ------------------------------------
 
           Not applicable.
 
Item 8.    Exhibits.
           ---------
 
   Exhibit

5.         Opinion of Ropes & Gray.
 
10.1       1996 Directors Stock Option Plan (Incorporated by reference to 
           Exhibit A of Proxy Statement accompanying the Registrant's 
           submission of Schedule 14A filed with the Commission on May 

                                      -3-
<PAGE>
 
           1, 1996).
 
23.1       Consent of Price Waterhouse LLP.
 
23.2       Consent of Ropes & Gray (contained in the opinion filed as 
           Exhibit 5 to this registration statement).
 
24.        Powers of Attorney.
 
 
Item 9.    Undertakings
           ------------
 
           (a)  The undersigned Registrant hereby undertakes:
 
           (1) to file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement (i)
           to include any prospectus required by Section 10(a)(3) of the
           Securities Act, (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 and (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) shall not apply if the information required to be included
           in a post-effective amendment by those paragraphs is contained in
           periodic reports filed by the Registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference
           in the Registration Statement;
 
           (2) that, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be in the initial bona fide offering thereof; and
 
           (3) to remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.

           (b) The undersigned Registrant hereby undertakes that, for purposes
           of determining any liability under the Securities Act, each filing of
           the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the exchange Act that is incorporated by reference in the
           Registration Statement shall be deemed to be a new Registration
           Statement relating to the securities offered therein, and the
           offering of such securities at that time shall be deemed to be the
           initial bona fide offering thereof.
 
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Commission such indemnification is against public
           policy as expressed 

                                      -4-
<PAGE>
 
           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.

                                      -5-
<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 Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Nashua, New Hampshire, on this 2nd day of December, 1996.

                               BROOKSTONE, INC.

                               By:  /s/Michael F. Anthony
                                  ---------------------------------
                               Michael F. Anthony
                               Director, President and Chief Executive
                               Officer and Acting Principal Financial
                               and Accounting Officer.

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

<TABLE>
<CAPTION>
         SIGNATURE                                  TITLE
         ---------                                  -----
<S>                          <C>
 
       *                     Chairman of the Board of Directors
---------------------------
Merwin F. Kaminstein
 
       *                     President and Chief Executive Officer,
---------------------------  Director (Principal Executive Officer and Acting
Michael F. Anthony           Principal Financial Accounting Officer)
 
 
       *                     Director
---------------------------   
Mone Anathan, III
 
       *                     Director
---------------------------   
Michael L. Glazer
 
       *                     Director
---------------------------   
Adam Kirsch
 
       *                     Director
---------------------------   
Robert F. White
 
 
 
                                        *By:  /s/Michael F. Anthony
                                             ------------------------------ 
                                             For himself in the capacities
                                             indicated above and as
                                             attorney-in-fact

Date: December 2, 1996

</TABLE>

                                      -6-
<PAGE>
 

 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number        Title of Exhibit                                 PAGE
------        ----------------                                 ----
<S>           <C>                                              <C>
5.            Opinion of Ropes & Gray.                          8
 
10.1          1996 Directors Stock Option Plan (Incorporated    -
              by reference to Exhibit A of Proxy Statement
              accompanying the Registrant's submission of 
              Schedule 14A filed with the Commission on 
              May 1, 1996).
 
23.1          Consent of Price Waterhouse LLP.                  9
 
23.2          Consent of Ropes & Gray (contained in the         -
              opinion filed as Exhibit 5 to this 
              registration statement).
 
24.           Powers of Attorney.                              10
 
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17032}]
{"company-data": {"conformed-name": "BROOKSTONE INC", "cik": "0000830134", "assigned-sic": "5990", "irs-number": "061182895", "state-of-incorporation": "DE", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17341", "film-number": "96676467"}, "business-address": {"street1": "17 RIVERSIDE STREET", "city": "NASHUA", "state": "NH", "zip": "03062", "phone": "6038809500"}, "mail-address": {"street1": "17 RIVERSIDE ST", "city": "NASHUA", "state": "NH", "zip": "03062"}}
As filed with the Commission on December 4, 1996 File No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

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

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

 

                                BROOKSTONE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                        06-1182895
-------------------------------                     ----------------------
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                        Identification No.)

                              17 Riverside Street
                          Nashua, New Hampshire  03062
-------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                       1996 DIRECTORS' STOCK OPTION PLAN
                       ---------------------------------
                            (Full title of the plan)

                               Michael A. O'Hara
                                Brookstone, Inc.
                              17 Riverside Street
                          Nashua, new Hampshire  03062
                                 (603) 880-9500
-------------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------
Title of              Amount     Proposed    Proposed    Amount of
Securities            to be      maximum     maximum    registration
to be               registered   offering   aggregate     fee/(2)/
registered                      price per    offering
                                share/(1)/  price/(1)/
--------------------------------------------------------------------
Common Stock,          150,000     $10.11   $1,516,250       $459.47
par value $0.001
--------------------------------------------------------------------
/(1)/  Of the 150,000 shares of Common Stock, par value $0.001 per share,
registered hereunder, 40,000 are subject to outstanding options at an exercise
price of $10.75 per share.  The offering price for the remaining 110,000 shares
not subject to outstanding options has been estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low prices of Brookstone, Inc. Common Stock, par value
$0.001, reported on the Nasdaq National Market System on December 3, 1996.

/(2)/  The registration fee consists of (a) $130.30 payable in respect of 40,000
shares subject to options at an exercise price of $10.75 plus (b) $329.17
payable in respect of 110,000 shares at an assumed price of $9.875 per share
not yet subject to outstanding options on the date hereof.

                            Exhibit Index on Page 7.

                                      -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.   Incorporation of Documents by Reference.
          ----------------------------------------

          The Registrant hereby incorporates the following documents herein by 
          reference:
 
(a)       The Registrant's Annual Report on Form 10-K filed with the 
          Securities and Exchange Commission (the "Commission") on May 1, 1996.
          
(b)       All reports filed pursuant to Section 13(a) or 15(d) of the 
          Securities and Exchange Act of 1934, as amended (the "Exchange Act"), 
          since the end of the fiscal year covered by the Annual Report on
          Form 10-K.
          
(c)       The description of the Common Stock of the Registrant contained in 
          the Registration Statement on Form S-1 originally filed with the 
          Commission on April 10, 1992 (File No. 33-47123) under the
          Securities Act of 1933, as amended, under the caption "Description 
          of Capital Stock" incorporated by reference into the Registrant's
          Registration Statement on Form 8-A filed with the Commission on 
          March 22, 1993 under Section 12 of the Securities Exchange.
 
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15 of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed incorporated herein by reference from the date of
filing of such documents.
 
Item 4.    Description of Securities.
           --------------------------
 
           Not required.
 
Item 5.    Interests of Named Experts and Counsel.
           ---------------------------------------
 
           No material interests.
 
Item 6.    Indemnification of Directors and Officers.
           ------------------------------------------
 
           Section 145 of the General Corporation Law of the State of Delaware,
as amended, 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 or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or 

                                      -2-
proceeding, had no reasonable cause to believe his conduct was unlawful. Section
145 further provides that a corporation similarly may indemnify any such person
serving in any such capacity who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor, against expenses actually
and reasonably incurred in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
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 which the Court of Chancery or such other court shall deem proper.
 
           Section 102(b) (7) of the General Corporation Law of the State of
Delaware, as amended, permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit 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 General Corporation Law
of the State of Delaware (relating to unlawful payment of dividends and unlawful
stock purchase and redemption) or (iv) for any transaction from which the
director derived an improper personal benefit.
 
           The Registrant's Restated Certificate of Incorporation provides that
the Company's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liabilities is not permitted under
the General Corporation Law of the State of Delaware as in effect at the time
such liability is determined. The Restated Certificate of Incorporation further
provides that the registrant shall indemnify its directors and officers to the
full extent permitted by the laws of the State of Delaware.
 
           The Company also maintains directors' and officers' liability
insurance with a limit of $5,000,000.
 
Item 7.    Exemption from Registration Claimed.
           ------------------------------------
 
           Not applicable.
 
Item 8.    Exhibits.
           ---------
 
   Exhibit

5.         Opinion of Ropes & Gray.
 
10.1       1996 Directors Stock Option Plan (Incorporated by reference to 
           Exhibit A of Proxy Statement accompanying the Registrant's 
           submission of Schedule 14A filed with the Commission on May 

                                      -3-
1, 1996).
 
23.1       Consent of Price Waterhouse LLP.
 
23.2       Consent of Ropes & Gray (contained in the opinion filed as 
           Exhibit 5 to this registration statement).
 
24.        Powers of Attorney.
 
 
Item 9.    Undertakings
           ------------
 
           (a)  The undersigned Registrant hereby undertakes:
 
           (1) to file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement (i)
           to include any prospectus required by Section 10(a)(3) of the
           Securities Act, (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 and (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) shall not apply if the information required to be included
           in a post-effective amendment by those paragraphs is contained in
           periodic reports filed by the Registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference
           in the Registration Statement;
 
           (2) that, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be in the initial bona fide offering thereof; and
 
           (3) to remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.

           (b) The undersigned Registrant hereby undertakes that, for purposes
           of determining any liability under the Securities Act, each filing of
           the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the exchange Act that is incorporated by reference in the
           Registration Statement shall be deemed to be a new Registration
           Statement relating to the securities offered therein, and the
           offering of such securities at that time shall be deemed to be the
           initial bona fide offering thereof.
 
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Commission such indemnification is against public
           policy as expressed 

                                      -4-
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.

                                      -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 Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Nashua, New Hampshire, on this 2nd day of December, 1996.

                               BROOKSTONE, INC.

                               By:  /s/Michael F. Anthony
                                  ---------------------------------
                               Michael F. Anthony
                               Director, President and Chief Executive
                               Officer and Acting Principal Financial
                               and Accounting Officer.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                                  TITLE
         ---------                                  -----
*                     Chairman of the Board of Directors
---------------------------
Merwin F. Kaminstein
 
       *                     President and Chief Executive Officer,
---------------------------  Director (Principal Executive Officer and Acting
Michael F. Anthony           Principal Financial Accounting Officer)
 
 
       *                     Director
---------------------------   
Mone Anathan, III
 
       *                     Director
---------------------------   
Michael L. Glazer
 
       *                     Director
---------------------------   
Adam Kirsch
 
       *                     Director
---------------------------   
Robert F. White
 
 
 
                                        *By:  /s/Michael F. Anthony
                                             ------------------------------ 
                                             For himself in the capacities
                                             indicated above and as
                                             attorney-in-fact

Date: December 2, 1996
-6-
EXHIBIT INDEX
Exhibit
Number        Title of Exhibit                                 PAGE
------        ----------------                                 ----
5.            Opinion of Ropes & Gray.                          8
 
10.1          1996 Directors Stock Option Plan (Incorporated    -
              by reference to Exhibit A of Proxy Statement
              accompanying the Registrant's submission of 
              Schedule 14A filed with the Commission on 
              May 1, 1996).
 
23.1          Consent of Price Waterhouse LLP.                  9
 
23.2          Consent of Ropes & Gray (contained in the         -
              opinion filed as Exhibit 5 to this 
              registration statement).
 
24.           Powers of Attorney.                              10