As filed with the Securities and Exchange Commission on June 9, 1994

                                                  Registration No. 33-

                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                     PETROLEUM HEAT AND POWER CO., INC.
             (Exact name of registrant as specified in charter)
           Minnesota                                  06-1183025
        (State or other                            (I.R.S. Employer
        jurisdiction of                           Identification No.)
        incorporation or
         organization)
                            2187 Atlantic Street
                        Stamford, Connecticut 06902
                               (203) 325-5400
                     (Address, including zip code, and
                      telephone number, including area
                      code, of registrant's principal
                             executive offices)
                                                
                            --------------------

                           1994 Stock Option Plan
                            (Full Title of Plan)
                                                
                           ---------------------
                          Irik P. Sevin, President
                     Petroleum Heat and Power Co., Inc.
                            2187 Atlantic Street
                        Stamford, Connecticut 06902
                               (203) 325-5400
        (name and address, including zip code and telephone number,
                 including area code of agent for service)
                                                
                           ---------------------
                                 Copies to:

                             Alan Shapiro, Esq.
                  Phillips, Nizer, Benjamin, Krim & Ballon
                            31 West 52nd Street
                       New York, New York 10019-6167
                               (212) 977-9700

                      CALCULATION OF REGISTRATION FEE

                                       Proposed      Proposed
                                       Maximum       Maximum
 Title of Each                         Offering      Aggregate      Amount of
 Class of Securities    Amount to be   Price Per     Offering       Registra-
 to be Registered       Registered(1)  Share         Price          tion Fee
 Class A Common Stock,
 $0.10 par value . . .  1,000,000      $7.156(2)     $7,156,000(2)  $2,468.00
                                                  

(1)  An  indeterminate  number  of  shares  of  Class  A  Common Stock  are
     registered  hereunder, which may be issued  as provided in the various
     options,  in the event  provisions against dilution  become operative.
     No additional registration fee is included for these shares.

(2)  The registration fee  is based upon  the average of  the high and  low
     sales prices for the Class A  Common Stock of $7.156 on June  6, 1994,
     as prescribed by Rule 457(c).









<PAGE>






                                  PART II

     Item 3.  Incorporation of Documents by Reference.
          The following documents which have been filed by Petroleum
     Heat and Power Co., Inc. (the "Registrant") with the Securities
     and Exchange Commission (the "Commission"), are hereby
     incorporated by reference in this Registration Statement:

          1.   Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993.

          2.   Quarterly Report on Form 10-Q for the fiscal quarter
               ended March 31, 1994.

          3.   The description of the Class A Common Stock contained
               in the Registrant's Registration Statement on Form 8-A
               filed pursuant to Section 12 of the Exchange Act, and
               any amendment or report filed for the purpose of
               updating such description.

          All documents filed by the Registrant pursuant to Section
     13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
     subsequent to the date of the Registration Statement and prior to
     the filing of a post-effective amendment, which indicates that
     all securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be
     incorporated by reference into this Registration Statement and to
     be a part hereof from the respective dates of filing such
     documents.

          The Registrant will provide without charge to any Plan
     participant, at the request of such person, a copy of any or all
     of the foregoing documents incorporated herein by reference
     (other than exhibits to such documents).  Requests should be
     directed to Audrey L. Sevin, Secretary, Petroleum Heat and Power
     Co., Inc., 2187 Atlantic Street, Stamford, Connecticut 06902
     (Tel. No. 203-325-5400).

     Item 4.  Description of Securities.

          Not Applicable.
     Item 5.  Interests of Names Experts and Counsel.

          Not Applicable.

     Item 6.  Indemnification of Directors and Officers.

          Section 302A.521 of the Minnesota Business Corporation Act
     (the "MNCA") provides mandatory and exclusive standards for
     indemnification, although the Articles of Incorporation or by-
     laws of a corporation can specifically limit the statutory
     indemnification.  Minnesota law generally provides that a
     corporation shall indemnify a person made or threatened to be
     made a party to a proceeding by reason of such person's official
     capacity as an officer, director or employee of the corporation,
     against judgments, penalties, fines, including, without
     limitation, excise taxes assessed against such person with
     respect to an employee benefit plan, settlements, and reasonable
     expenses, including attorney's fees and disbursements, incurred
     by that person in connection with the proceeding, if such person
     (a) has not been indemnified by another entity for the same
     proceedings and in connection with the same acts or omission; (b)
     acted in good faith; (c) received no improper personal benefit;
     (d) in the case of a criminal proceeding, had no reason to
     believe such person's conduct was unlawful; and (e) in connection
     with the acts or omissions in question, the person reasonably
     believed that such person's conduct was in the best interests of
     the corporation (or, in the case of a question of improper
     personal benefit, believed that the conduct was not opposed to
     the best interests of the corporation; or in the case of an
     employee benefit plan, believed that the conduct was in the best
     interests of the participants or beneficiaries of the employee
     benefit plan).




                                     2







<PAGE>






          Section 302A.521 of the MBCA further provides that if an
     officer, director or employee is made or threatened to be made a
     party to a proceeding in such person's official capacity, such
     person is entitled, upon written request to the corporation, to
     payment or reimbursement by the corporation of reasonable
     expenses incurred by such person in advance of the final
     disposition of the proceeding (a) upon receipt by the corporation
     of a written confirmation by such person of such person's good
     faith belief that the criteria for indemnification set forth
     under Minnesota law have been satisfied, an undertaking by such
     person to repay all amounts paid or reimbursed by the corporation
     if it is ultimately determined that the criteria for
     indemnification have not been satisfied, and (b) after a
     determination that the facts then known to those making the
     determination would not preclude indemnification under Minnesota
     law.

          Finally, Section 302A.521 of the MBCA provides that a
     corporation's Articles of Incorporation or by-laws may prohibit
     indemnification or advances or may impose conditions on such
     indemnification or advance, as long as those conditions apply
     equally to all persons or to all persons within a given class.
          Registrant's Restated Articles of Incorporation, as amended,
     contains the limitation of liability provision set forth below:

             "ARTICLE VIII - A director of the corporation shall not
          be personally liable to the corporation or its shareholders
          for monetary damages for breach of fiduciary duty as a
          director, except for liability (i) for any breach of the
          director's duty of loyalty to the corporation or its
          shareholders, (ii) for acts or omissions not in good faith
          or which involve intentional misconduct or a knowing
          violation of law, (iii) under Section 302A.559 of the
          Minnesota Business Corporation Act or Section 80A.23 of the
          Minnesota Securities Law, or (iv) for any transaction from
          which the directors derived an improper personal benefit.  If
          the Minnesota Business Corporation Act is hereafter amended
          to authorize any further limitation of the liability of a
          director, then the liability of a director of the
          corporation shall be eliminated or limited to the fullest
          extent permitted by the Minnesota Business Corporation Act,
          as amended.  No amendment or repeal of this Article VIII
          shall apply to or have any effect on the liability or
          alleged liability of any director of the corporation for or
          with respect to any acts or omissions of such director
          occurring prior to such amendment or repeal."

          Registrant's by-laws, as amended, contains the
     indemnification provision set forth below:

             "Section 8.01.  The corporation shall indemnify all
          officers and directors of the corporation, for such expenses
          and liabilities, in such manner, under such circumstances,
          and to such extent as permitted by Minnesota Statutes
          Section 302A.521, as now enacted or hereafter amended. 
          Unless otherwise approved by the Board of Directors, the
          corporation shall not indemnify or advance expenses to any
          employee of the corporation who is not otherwise entitled to
          indemnification pursuant to the prior sentence of this
          Section 8.01."

     Item 7.  Exemption From Registration Claimed.

          Not Applicable.





                                     3







<PAGE>






     Item 8.  Exhibits.

     Exhibit 
     Nos.      Description of Exhibits
     -------   -----------------------

     5.1*    Opinion of Phillips, Nizer, Benjamin, Krim & Ballon
     10.1+   1994 Stock Option Plan
     23.1*   Consent of KPMG Peat Marwick
     23.2*   Consent of Ernst & Young
     23.3*   Consent of Phillips, Nizer, Benjamin, Krim & Ballon
             (included in Exhibit 5.1)*
     __________________
     *Filed herewith.
     +Incorporated by reference to Exhibit A to the Registrant's
     Definitive Proxy Statement for its 1994  Annual Meeting of
     Stockholders (File No. 2-88526).


     Item 9.  Undertakings.

          1.  The undersigned Registrant hereby undertakes:

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

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

              (iii) 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.

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

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








                                     4







<PAGE>






                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
     the Registrant certifies that it has reasonable grounds to
     believe that it meets all of the requirements for the 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 Stamford, State of Connecticut, on the
     9th day of June, 1994.


                                   PETROLEUM HEAT AND POWER CO., INC.

                                   By      /s/  Irik P. Sevin
                                      ----------------------------------
                                                Irik P. Sevin
                                       President, Chairman of the Board
                                       Chief Executive Officer and Chief
                                                   Financial
                                            and Accounting Officer


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



         Signature                    Title                  Date
         ---------                    -----                  ----

                           President, Chairman of the
                           Board,                      June 9, 1994
                           Chief Executive Officer,
  /s/ Irik P. Sevin        Financial 
 ----------------------    and Accounting Officer and
      Irik P. Sevin        Director
                           
  /s/ Audrey L. Sevin      
 ------------------------- Secretary and Director      June 9, 1994
      Audrey L. Sevin

 /s/  Phillip E. Cohen
 ------------------------- Director                    June 9, 1994
      Phillip E. Cohen

 /s/  Thomas J. Edelman
 ------------------------- Director                    June 9, 1994
      Thomas J. Edelman

 ------------------------- Director                    June __, 1994
      Wolfgang Traber

 ----------------------    Director                    June __, 1994
      Richard O'Connell

 ------------------------- Director                    June __, 1994
      Max Warburg   









                                     5
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{"company-data": {"conformed-name": "PETROLEUM HEAT & POWER CO INC", "cik": "0000736768", "assigned-sic": "5900", "irs-number": "061183025", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54053", "film-number": "94533589"}, "business-address": {"street1": "2187 ATLANTIC ST", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2033255400"}, "mail-address": {"street2": "2187 ATLANTIC ST", "city": "STAMFORD", "state": "CT", "zip": "06902"}}
As filed with the Securities and Exchange Commission on June 9, 1994

                                                  Registration No. 33-

                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                     PETROLEUM HEAT AND POWER CO., INC.
             (Exact name of registrant as specified in charter)
           Minnesota                                  06-1183025
        (State or other                            (I.R.S. Employer
        jurisdiction of                           Identification No.)
        incorporation or
         organization)
                            2187 Atlantic Street
                        Stamford, Connecticut 06902
                               (203) 325-5400
                     (Address, including zip code, and
                      telephone number, including area
                      code, of registrant's principal
                             executive offices)
                                                
                            --------------------

                           1994 Stock Option Plan
                            (Full Title of Plan)
                                                
                           ---------------------
                          Irik P. Sevin, President
                     Petroleum Heat and Power Co., Inc.
                            2187 Atlantic Street
                        Stamford, Connecticut 06902
                               (203) 325-5400
        (name and address, including zip code and telephone number,
                 including area code of agent for service)
                                                
                           ---------------------
                                 Copies to:

                             Alan Shapiro, Esq.
                  Phillips, Nizer, Benjamin, Krim & Ballon
                            31 West 52nd Street
                       New York, New York 10019-6167
                               (212) 977-9700

                      CALCULATION OF REGISTRATION FEE

                                       Proposed      Proposed
                                       Maximum       Maximum
 Title of Each                         Offering      Aggregate      Amount of
 Class of Securities    Amount to be   Price Per     Offering       Registra-
 to be Registered       Registered(1)  Share         Price          tion Fee
 Class A Common Stock,
 $0.10 par value . . .  1,000,000      $7.156(2)     $7,156,000(2)  $2,468.00
                                                  

(1)  An  indeterminate  number  of  shares  of  Class  A  Common Stock  are
     registered  hereunder, which may be issued  as provided in the various
     options,  in the event  provisions against dilution  become operative.
     No additional registration fee is included for these shares.

(2)  The registration fee  is based upon  the average of  the high and  low
     sales prices for the Class A  Common Stock of $7.156 on June  6, 1994,
     as prescribed by Rule 457(c).
PART II

     Item 3.  Incorporation of Documents by Reference.
          The following documents which have been filed by Petroleum
     Heat and Power Co., Inc. (the "Registrant") with the Securities
     and Exchange Commission (the "Commission"), are hereby
     incorporated by reference in this Registration Statement:

          1.   Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993.

          2.   Quarterly Report on Form 10-Q for the fiscal quarter
               ended March 31, 1994.

          3.   The description of the Class A Common Stock contained
               in the Registrant's Registration Statement on Form 8-A
               filed pursuant to Section 12 of the Exchange Act, and
               any amendment or report filed for the purpose of
               updating such description.

          All documents filed by the Registrant pursuant to Section
     13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
     subsequent to the date of the Registration Statement and prior to
     the filing of a post-effective amendment, which indicates that
     all securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be
     incorporated by reference into this Registration Statement and to
     be a part hereof from the respective dates of filing such
     documents.

          The Registrant will provide without charge to any Plan
     participant, at the request of such person, a copy of any or all
     of the foregoing documents incorporated herein by reference
     (other than exhibits to such documents).  Requests should be
     directed to Audrey L. Sevin, Secretary, Petroleum Heat and Power
     Co., Inc., 2187 Atlantic Street, Stamford, Connecticut 06902
     (Tel. No. 203-325-5400).

     Item 4.  Description of Securities.

          Not Applicable.
     Item 5.  Interests of Names Experts and Counsel.

          Not Applicable.

     Item 6.  Indemnification of Directors and Officers.

          Section 302A.521 of the Minnesota Business Corporation Act
     (the "MNCA") provides mandatory and exclusive standards for
     indemnification, although the Articles of Incorporation or by-
     laws of a corporation can specifically limit the statutory
     indemnification.  Minnesota law generally provides that a
     corporation shall indemnify a person made or threatened to be
     made a party to a proceeding by reason of such person's official
     capacity as an officer, director or employee of the corporation,
     against judgments, penalties, fines, including, without
     limitation, excise taxes assessed against such person with
     respect to an employee benefit plan, settlements, and reasonable
     expenses, including attorney's fees and disbursements, incurred
     by that person in connection with the proceeding, if such person
     (a) has not been indemnified by another entity for the same
     proceedings and in connection with the same acts or omission; (b)
     acted in good faith; (c) received no improper personal benefit;
     (d) in the case of a criminal proceeding, had no reason to
     believe such person's conduct was unlawful; and (e) in connection
     with the acts or omissions in question, the person reasonably
     believed that such person's conduct was in the best interests of
     the corporation (or, in the case of a question of improper
     personal benefit, believed that the conduct was not opposed to
     the best interests of the corporation; or in the case of an
     employee benefit plan, believed that the conduct was in the best
     interests of the participants or beneficiaries of the employee
     benefit plan).

                                     2
Section 302A.521 of the MBCA further provides that if an
     officer, director or employee is made or threatened to be made a
     party to a proceeding in such person's official capacity, such
     person is entitled, upon written request to the corporation, to
     payment or reimbursement by the corporation of reasonable
     expenses incurred by such person in advance of the final
     disposition of the proceeding (a) upon receipt by the corporation
     of a written confirmation by such person of such person's good
     faith belief that the criteria for indemnification set forth
     under Minnesota law have been satisfied, an undertaking by such
     person to repay all amounts paid or reimbursed by the corporation
     if it is ultimately determined that the criteria for
     indemnification have not been satisfied, and (b) after a
     determination that the facts then known to those making the
     determination would not preclude indemnification under Minnesota
     law.

          Finally, Section 302A.521 of the MBCA provides that a
     corporation's Articles of Incorporation or by-laws may prohibit
     indemnification or advances or may impose conditions on such
     indemnification or advance, as long as those conditions apply
     equally to all persons or to all persons within a given class.
          Registrant's Restated Articles of Incorporation, as amended,
     contains the limitation of liability provision set forth below:

             "ARTICLE VIII - A director of the corporation shall not
          be personally liable to the corporation or its shareholders
          for monetary damages for breach of fiduciary duty as a
          director, except for liability (i) for any breach of the
          director's duty of loyalty to the corporation or its
          shareholders, (ii) for acts or omissions not in good faith
          or which involve intentional misconduct or a knowing
          violation of law, (iii) under Section 302A.559 of the
          Minnesota Business Corporation Act or Section 80A.23 of the
          Minnesota Securities Law, or (iv) for any transaction from
          which the directors derived an improper personal benefit.  If
          the Minnesota Business Corporation Act is hereafter amended
          to authorize any further limitation of the liability of a
          director, then the liability of a director of the
          corporation shall be eliminated or limited to the fullest
          extent permitted by the Minnesota Business Corporation Act,
          as amended.  No amendment or repeal of this Article VIII
          shall apply to or have any effect on the liability or
          alleged liability of any director of the corporation for or
          with respect to any acts or omissions of such director
          occurring prior to such amendment or repeal."

          Registrant's by-laws, as amended, contains the
     indemnification provision set forth below:

             "Section 8.01.  The corporation shall indemnify all
          officers and directors of the corporation, for such expenses
          and liabilities, in such manner, under such circumstances,
          and to such extent as permitted by Minnesota Statutes
          Section 302A.521, as now enacted or hereafter amended. 
          Unless otherwise approved by the Board of Directors, the
          corporation shall not indemnify or advance expenses to any
          employee of the corporation who is not otherwise entitled to
          indemnification pursuant to the prior sentence of this
          Section 8.01."

     Item 7.  Exemption From Registration Claimed.

          Not Applicable.

                                     3
Item 8.  Exhibits.

     Exhibit 
     Nos.      Description of Exhibits
     -------   -----------------------

     5.1*    Opinion of Phillips, Nizer, Benjamin, Krim & Ballon
     10.1+   1994 Stock Option Plan
     23.1*   Consent of KPMG Peat Marwick
     23.2*   Consent of Ernst & Young
     23.3*   Consent of Phillips, Nizer, Benjamin, Krim & Ballon
             (included in Exhibit 5.1)*
     __________________
     *Filed herewith.
     +Incorporated by reference to Exhibit A to the Registrant's
     Definitive Proxy Statement for its 1994  Annual Meeting of
     Stockholders (File No. 2-88526).

     Item 9.  Undertakings.

          1.  The undersigned Registrant hereby undertakes:

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

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

              (iii) 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.

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

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

                                     4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
     the Registrant certifies that it has reasonable grounds to
     believe that it meets all of the requirements for the 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 Stamford, State of Connecticut, on the
     9th day of June, 1994.

                                   PETROLEUM HEAT AND POWER CO., INC.

                                   By      /s/  Irik P. Sevin
                                      ----------------------------------
                                                Irik P. Sevin
                                       President, Chairman of the Board
                                       Chief Executive Officer and Chief
                                                   Financial
                                            and Accounting Officer

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

         Signature                    Title                  Date
         ---------                    -----                  ----

                           President, Chairman of the
                           Board,                      June 9, 1994
                           Chief Executive Officer,
  /s/ Irik P. Sevin        Financial 
 ----------------------    and Accounting Officer and
      Irik P. Sevin        Director
                           
  /s/ Audrey L. Sevin      
 ------------------------- Secretary and Director      June 9, 1994
      Audrey L. Sevin

 /s/  Phillip E. Cohen
 ------------------------- Director                    June 9, 1994
      Phillip E. Cohen

 /s/  Thomas J. Edelman
 ------------------------- Director                    June 9, 1994
      Thomas J. Edelman

 ------------------------- Director                    June __, 1994
      Wolfgang Traber

 ----------------------    Director                    June __, 1994
      Richard O'Connell

 ------------------------- Director                    June __, 1994
      Max Warburg   

                                     5