Registration Statement No. _______


                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C.  20549
                                     ____________________

                                           FORM S-8

                                    REGISTRATION STATEMENT
                                             Under
                                  the Securities Act of 1933
                                     _____________________

                              CENTRAL AND SOUTH WEST CORPORATION
                    (Exact name of registrant as specified in its charter)

               DELAWARE                                  51-0007707
       (State or other jurisdiction                  (I.R.S. Employer
       of incorporation or organization)           Identification No.)

                                 1616 WOODALL RODGERS FREEWAY
                                   DALLAS, TEXAS 75202-1234
                           (Address of principal executive offices)


                CENTRAL AND SOUTH WEST CORPORATION DIRECTORS RESTRICTED STOCK 
                                             PLAN

                                   (Full title of the Plan)

                                     _____________________

                                Stephen J. McDonnell, Treasurer
                              Central and South West Corporation 
                                 1616 Woodall Rodgers Freeway
                                   Dallas, Texas 75202-1234
                                        (214) 777-1000
                   (Name, address and telephone number, including area code,
                                     of agent for service)

                                           Copy to:
                                   Robert B. Williams, Esq.
                                Milbank, Tweed, Hadley & McCloy
                                    1 Chase Manhattan Plaza
                                   New York, New York  10005
                                        (212) 530-5000




                                CALCULATION OF REGISTRATION FEE
______________________________________________________________________

Title of      Amount         Proposed      Proposed       Amount of
Securities  to be            Maximum       Maximum        Registration
to be         Registered     Offering      Aggregate      Fee
Registered                   Price per     Offering                            
                             Share (a)     Price (a)
______________________________________________________________________

Common Stock, 
 $3.50 par    100,000        $25.25        $2,525,000     $871.00  
 value        shares
 per share
                                                                        
                                                                        
______________________________________________________________________

(a)    Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
       of calculating the amount of the registration fee, based on the average
       of the high and low prices of the Common Stock as reported by the New
       York Stock Exchange on September 25, 1995.



Item 1.       Plan Information

       Central and South West Corporation (the "Company") will deliver or cause
to be delivered to each participant of the Plan covered by this Registration
Statement, the Prospectus relating thereto.

Item 2.       Registrant Information and Employee Plan Annual Information

       The Company will, upon written or oral request, provide without charge
to any person to whom the Prospectus relating to this Registration Statement
is delivered, a copy of any and all of the information which has been
incorporated by reference in the Prospectus and such Registration Statement
other than exhibits to such information if such exhibits are not themselves
incorporated by reference in such information.  Such requests should be
directed to the Secretary, Central and South West Corporation, 1616 Woodall
Rodgers Freeway, Dallas, Texas, 75202-1234, (214) 777-1000.




                                            PART II


                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

       The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:

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

       (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal
       quarters ended March 31, 1995 and June 30, 1995.

       (c)  The Company's Current Reports on Form 8-K dated January 17, 1995,
       April 6, 1995, May 23, 1995, June 9, 1995, July 18, 1995 and September
       6, 1995.

       (d)  The description of the Common Stock which is contained in the
       Corporation's registration statement filed under section 12 of the
       Securities Exchange Act of 1934, as amended (the "Exchange
       Act"),including any amendment or report filed for the purpose of
       updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all of
the Common Stock of the Company offered hereunder have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement by reference and to
be part hereof from the date of filing such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

Not Applicable.

Item 5.  Interests of Named Experts and Counsel

Not Applicable.


Item 6.  Indemnification of Directors and Officers

       Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, confers broad powers upon corporations
incorporated in that State with respect to indemnification of any person
against liabilities incurred by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other business entity.  The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.

       
       The Second Restated Certificate of Incorporation of the Company, as
amended, contains a provision that eliminates the personal liability of the
Company's directors to the Company or its stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a director of
the Company to the full extent permitted by the Delaware General Corporation
Law.

       The Second Restated Certificate of Incorporation, as amended, and Bylaws
of the Company provide that directors and officers of the Company shall be
indemnified to the fullest extent permitted by the laws of the State of
Delaware against liability for certain of their acts.  In addition, the
Company has purchased Directors and Officers liability insurance.


Item 7.  Exemption from Registration Claimed

       Not Applicable

Item 8.  Exhibits

       4.     Second Restated Certificate of Incorporation of the Company, as
              amended (incorporated herein by reference to Exhibits 3.1 and 3.2
              to the Company's Form 10-Q for the Quarter ended June 30, 1995,
              File No. 1-1443).
       
       5.     Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of
              the Common Stock of the Company being registered and to be issued
              by the Company.

       23.1   Consent of Arthur Andersen LLP.

       23.2   The consent of Milbank, Tweed, Hadley & McCloy is contained in its
              opinion filed as Exhibit 5 to this Registration Statement.

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 of 1933;

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

              iii     To include any material information with respect to the 
                      plan of distribution not previously disclosed in the 
                      registration statement or any material change to such 
                      information in the registration statement; provided, 
                      however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 
                      not apply if the registration statement is on Form S-3 
                      or Form S-8, and the information required to be included
                      in a post-effective amendment by those paragraphs is 
                      contained in periodic reports filed by the registrant 
                      pursuant to Section 13 or Section 15(d) of the 
                      Securities Exchange Act of 1934 that are incorporated 
                      by reference in the registration statement.

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

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

(b)    The undersigned registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, 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.

(c)    Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling
       persons of the registrant pursuant to the foregoing provisions, or
       otherwise, the registrant has been advised that in the opinion of the
       Securities and Exchange Commission such indemnification is against
       public policy as expressed in the Act and is, therefore, unenforceable. 
       In the event that a claim for indemnification against such liabilities
       (other than 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.
<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 Dallas, State of Texas, on
September 28, 1995.

                                    CENTRAL AND SOUTH WEST CORPORATION



                                    By:/s/STEPHEN J. MCDONNELL
                                      Stephen J. McDonnell
                                       Treasurer


                                       POWER OF ATTORNEY

       Each person whose signature appears below hereby constitutes and
appoints Glenn D. Rosilier, Stephen J. McDonnell and Stephen D. Wise jointly
and severally, his or her attorney-in-fact, each with full power of
substitution, to file one or more amendments (including post-effective
amendments) to the Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney-in-fact deems
appropriate, and to execute in the name and on behalf of each such person,
individually and in each capacity stated below, any such amendments to the
registration statement.  Each person whose signature appears below hereby
ratifies and confirms all that each of the said attorneys-in-fact, or such
person's substitute or substitutes, may do or cause to be done by virtue
hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 28, 1995.
  
Signature                               Title              


/s/E.R. BROOKS                          Chairman of the Board,
E.R. Brooks                             President, Chief Executive     
                                        Officer and Director    
                                        (principal executive
                                        officer)


/s/HARRY D. MATTISON                    Executive Vice President 
Harry D. Mattison                       and Director


/s/THOMAS V. SHOCKLEY, III              Executive Vice President
Thomas V. Shockley, III                 and Director


/s/GLENN D. ROSILIER                    Senior Vice President and     
Glenn D. Rosilier                       Chief Financial Officer
                                        (principal financial 
                                        officer)


/s/WENDY G. HARGUS                      Controller
Wendy G. Hargus                         (principal accounting
                                        officer)



/s/GLENN BIGGS                          Director           
Glenn Biggs


/s/MOLLY SHI BOREN                      Director           
Molly Shi Boren


/s/DONALD M. CARLTON                    Director
Donald M. Carlton


                                        Director           
Joe H. Foy


/s/ROBERT W. LAWLESS                    Director
Robert W. Lawless


                                        Director           
James L. Powell


/s/J.C. TEMPLETON                       Director
J.C. Templeton


/s/LLOYD D. WARD                        Director
Lloyd D. Ward

                                         EXHIBIT INDEX



       4.     Second Restated Certificate of Incorporation of the
              Company, as amended (incorporated herein by reference
              to Exhibits 3.1 and 3.2 to the Company's Form 10-Q for
              the Quarter ended June 30, 1995, File No. 1-1443). 


       5.     Opinion of Milbank, Tweed, Hadley & McCloy as to the
              legality of the Common Stock of the Company being
              registered and to be issued by the  Company.              

       23.1   Consent of Arthur Andersen LLP.

       23.2   The consent of Milbank, Tweed, Hadley & McCloy is
              contained in its opinion filed as Exhibit 5 to this
              Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17007}]
{"company-data": {"conformed-name": "CENTRAL & SOUTH WEST CORP", "cik": "0000018540", "assigned-sic": "4911", "irs-number": "510007707", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63027", "film-number": "95576981"}, "business-address": {"street1": "1616 WOODALL RODGERS FRWY", "city": "DALLAS", "state": "TX", "zip": "75202", "phone": "2147541000"}}
Registration Statement No. _______

                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C.  20549
                                     ____________________

                                           FORM S-8

                                    REGISTRATION STATEMENT
                                             Under
                                  the Securities Act of 1933
                                     _____________________

                              CENTRAL AND SOUTH WEST CORPORATION
                    (Exact name of registrant as specified in its charter)

               DELAWARE                                  51-0007707
       (State or other jurisdiction                  (I.R.S. Employer
       of incorporation or organization)           Identification No.)

                                 1616 WOODALL RODGERS FREEWAY
                                   DALLAS, TEXAS 75202-1234
                           (Address of principal executive offices)

                CENTRAL AND SOUTH WEST CORPORATION DIRECTORS RESTRICTED STOCK 
                                             PLAN

                                   (Full title of the Plan)

                                     _____________________

                                Stephen J. McDonnell, Treasurer
                              Central and South West Corporation 
                                 1616 Woodall Rodgers Freeway
                                   Dallas, Texas 75202-1234
                                        (214) 777-1000
                   (Name, address and telephone number, including area code,
                                     of agent for service)

                                           Copy to:
                                   Robert B. Williams, Esq.
                                Milbank, Tweed, Hadley & McCloy
                                    1 Chase Manhattan Plaza
                                   New York, New York  10005
                                        (212) 530-5000

                                CALCULATION OF REGISTRATION FEE
______________________________________________________________________

Title of      Amount         Proposed      Proposed       Amount of
Securities  to be            Maximum       Maximum        Registration
to be         Registered     Offering      Aggregate      Fee
Registered                   Price per     Offering                            
                             Share (a)     Price (a)
______________________________________________________________________

Common Stock, 
 $3.50 par    100,000        $25.25        $2,525,000     $871.00  
 value        shares
 per share
                                                                        
                                                                        
______________________________________________________________________

(a)    Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
       of calculating the amount of the registration fee, based on the average
       of the high and low prices of the Common Stock as reported by the New
       York Stock Exchange on September 25, 1995.

Item 1.       Plan Information

       Central and South West Corporation (the "Company") will deliver or cause
to be delivered to each participant of the Plan covered by this Registration
Statement, the Prospectus relating thereto.

Item 2.       Registrant Information and Employee Plan Annual Information

       The Company will, upon written or oral request, provide without charge
to any person to whom the Prospectus relating to this Registration Statement
is delivered, a copy of any and all of the information which has been
incorporated by reference in the Prospectus and such Registration Statement
other than exhibits to such information if such exhibits are not themselves
incorporated by reference in such information.  Such requests should be
directed to the Secretary, Central and South West Corporation, 1616 Woodall
Rodgers Freeway, Dallas, Texas, 75202-1234, (214) 777-1000.

                                            PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

       The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:

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

       (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal
       quarters ended March 31, 1995 and June 30, 1995.

       (c)  The Company's Current Reports on Form 8-K dated January 17, 1995,
       April 6, 1995, May 23, 1995, June 9, 1995, July 18, 1995 and September
       6, 1995.

       (d)  The description of the Common Stock which is contained in the
       Corporation's registration statement filed under section 12 of the
       Securities Exchange Act of 1934, as amended (the "Exchange
       Act"),including any amendment or report filed for the purpose of
       updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all of
the Common Stock of the Company offered hereunder have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement by reference and to
be part hereof from the date of filing such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

Not Applicable.

Item 5.  Interests of Named Experts and Counsel

Not Applicable.

Item 6.  Indemnification of Directors and Officers

       Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, confers broad powers upon corporations
incorporated in that State with respect to indemnification of any person
against liabilities incurred by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other business entity.  The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.

       
       The Second Restated Certificate of Incorporation of the Company, as
amended, contains a provision that eliminates the personal liability of the
Company's directors to the Company or its stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a director of
the Company to the full extent permitted by the Delaware General Corporation
Law.

       The Second Restated Certificate of Incorporation, as amended, and Bylaws
of the Company provide that directors and officers of the Company shall be
indemnified to the fullest extent permitted by the laws of the State of
Delaware against liability for certain of their acts.  In addition, the
Company has purchased Directors and Officers liability insurance.

Item 7.  Exemption from Registration Claimed

       Not Applicable

Item 8.  Exhibits

       4.     Second Restated Certificate of Incorporation of the Company, as
              amended (incorporated herein by reference to Exhibits 3.1 and 3.2
              to the Company's Form 10-Q for the Quarter ended June 30, 1995,
              File No. 1-1443).
       
       5.     Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of
              the Common Stock of the Company being registered and to be issued
              by the Company.

       23.1   Consent of Arthur Andersen LLP.

       23.2   The consent of Milbank, Tweed, Hadley & McCloy is contained in its
              opinion filed as Exhibit 5 to this Registration Statement.

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 of 1933;

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

              iii     To include any material information with respect to the 
                      plan of distribution not previously disclosed in the 
                      registration statement or any material change to such 
                      information in the registration statement; provided, 
                      however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 
                      not apply if the registration statement is on Form S-3 
                      or Form S-8, and the information required to be included
                      in a post-effective amendment by those paragraphs is 
                      contained in periodic reports filed by the registrant 
                      pursuant to Section 13 or Section 15(d) of the 
                      Securities Exchange Act of 1934 that are incorporated 
                      by reference in the registration statement.

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

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

(b)    The undersigned registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, 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.

(c)    Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling
       persons of the registrant pursuant to the foregoing provisions, or
       otherwise, the registrant has been advised that in the opinion of the
       Securities and Exchange Commission such indemnification is against
       public policy as expressed in the Act and is, therefore, unenforceable. 
       In the event that a claim for indemnification against such liabilities
       (other than 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.
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 Dallas, State of Texas, on
September 28, 1995.

                                    CENTRAL AND SOUTH WEST CORPORATION

                                    By:/s/STEPHEN J. MCDONNELL
                                      Stephen J. McDonnell
                                       Treasurer

                                       POWER OF ATTORNEY

       Each person whose signature appears below hereby constitutes and
appoints Glenn D. Rosilier, Stephen J. McDonnell and Stephen D. Wise jointly
and severally, his or her attorney-in-fact, each with full power of
substitution, to file one or more amendments (including post-effective
amendments) to the Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney-in-fact deems
appropriate, and to execute in the name and on behalf of each such person,
individually and in each capacity stated below, any such amendments to the
registration statement.  Each person whose signature appears below hereby
ratifies and confirms all that each of the said attorneys-in-fact, or such
person's substitute or substitutes, may do or cause to be done by virtue
hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 28, 1995.
  
Signature                               Title              

/s/E.R. BROOKS                          Chairman of the Board,
E.R. Brooks                             President, Chief Executive     
                                        Officer and Director    
                                        (principal executive
                                        officer)

/s/HARRY D. MATTISON                    Executive Vice President 
Harry D. Mattison                       and Director

/s/THOMAS V. SHOCKLEY, III              Executive Vice President
Thomas V. Shockley, III                 and Director

/s/GLENN D. ROSILIER                    Senior Vice President and     
Glenn D. Rosilier                       Chief Financial Officer
                                        (principal financial 
                                        officer)

/s/WENDY G. HARGUS                      Controller
Wendy G. Hargus                         (principal accounting
                                        officer)

/s/GLENN BIGGS                          Director           
Glenn Biggs

/s/MOLLY SHI BOREN                      Director           
Molly Shi Boren

/s/DONALD M. CARLTON                    Director
Donald M. Carlton

                                        Director           
Joe H. Foy

/s/ROBERT W. LAWLESS                    Director
Robert W. Lawless

                                        Director           
James L. Powell

/s/J.C. TEMPLETON                       Director
J.C. Templeton

/s/LLOYD D. WARD                        Director
Lloyd D. Ward

                                         EXHIBIT INDEX

       4.     Second Restated Certificate of Incorporation of the
              Company, as amended (incorporated herein by reference
              to Exhibits 3.1 and 3.2 to the Company's Form 10-Q for
              the Quarter ended June 30, 1995, File No. 1-1443). 

       5.     Opinion of Milbank, Tweed, Hadley & McCloy as to the
              legality of the Common Stock of the Company being
              registered and to be issued by the  Company.              

       23.1   Consent of Arthur Andersen LLP.

       23.2   The consent of Milbank, Tweed, Hadley & McCloy is
              contained in its opinion filed as Exhibit 5 to this
              Registration Statement.