Registration No.               

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                                                 

                               FORM S-8

                        REGISTRATION STATEMENT
                                Under
                      THE SECURITIES ACT OF 1933

                                                 

                        BRUNSWICK CORPORATION
        (Exact name of registrant as specified in its charter)

       Delaware                   36-0848180
(State of Incorporation)       (I.R.S. Employer 
                               Identification Number)

1 N. Field Ct., Lake Forest, IL                    60045-4811
(Address of Principal Executive Offices)           (Zip Code)

                                                 

              1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                       (Full title of the plan)

                            Mary D. Allen
                  Vice President and General Counsel
                        BRUNSWICK CORPORATION
                            1 N. Field Ct.
                   Lake Forest, Illinois 60045-4811
               (Name and address of agent for service)
                             847-735-4700
               (Telephone number of agent for service)

                   CALCULATION OF REGISTRATION FEE
                        Proposed    Proposed
Title of                Maximum     Maximum     Amount
Securities   Amount     Offering    Aggregate   of
to be        to be      Price       Offering    Registration
Registered   Registered Per Share   Price       Fee
                                           (1)         
Common Stock  
Par          500,000                                 
Value $0.75  shares     $29.75      $14,875,000 $4,507.58 

(1)  Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(h) on the basis of
the average of the high and the low prices of the Common Stock
on May 8, 1997.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents or portions of documents previously
filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

  (a)  The Annual Report of Brunswick Corporation (the "Company")
       on Form 10-K for the year ended December 31, 1996.

  (b)  The Company's Quarterly Report on Form 10-Q for the Quarter
       ended March 31, 1997.

  (c)  The description of the Preferred Share Purchase Rights
       contained in the Company's Registration Statement on Form
       8-A filed with the Commission on March 14, 1996.

  (d)  The description of the Company's Common Stock contained on
       pages 8-9 of the Prospectus filed as part of Amendment No.
       1 to the Company's Registration Statement No. 33-45772
       filed with the Commission on April 30, 1992.

  All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of
filing of such documents.

Item 4.   Description of Securities

  Not applicable.

Item 5.   Interests of Named Experts and Counsel

  Not applicable.

Item 6.   Indemnification of Directors and Officers

  Section 145 of the General Corporation Law of the State of
Delaware, under which the Company is organized, empowers a
corporation, subject to certain limitations, to indemnify its
officers, directors, employees and agents, or others acting in
similar capacities for other entities at the request of the
Company, against certain expenses, including attorneys' fees,
judgments, fines and other amounts which may be paid or incurred by
them in their capacities as such directors, officers, employees or
agents.


  The Certificate of Incorporation of the Company authorizes the
board of directors to indemnify directors, officers, employees or
agents of the Company to the fullest extent that is lawful.

  The Company's By-laws authorize the board of directors to
indemnify directors, officers, employees and agents in the same
circumstances set forth in the Certificate of Incorporation.  The
By-laws also authorize the Company to purchase liability insurance
on behalf of directors, officers, employees and agents and to enter
into indemnity agreements with directors, officers, employees and
agents.

  The Company has entered into indemnification agreements with its
directors and its officers which provide broader indemnification
than the indemnification specifically available under section 145 of
the Delaware statute.  The agreements provide that the Company will
indemnify its directors and its officers, to the fullest extent
permitted by the Company's Certificate of Incorporation (and that
is otherwise lawful) against expenses (including attorneys' fees),
judgments, fines, taxes, penalties and settlement payments incurred
by reason of the fact that they were directors or officers of the
Company.  Unlike section 145, this indemnification would, to the
extent that it is lawful, cover judgments, fines and amounts paid in
settlement of claims against the director or officer by or in the
right of the Company.

  The Company is the owner of an insurance policy which covers the
Company for certain losses incurred pursuant to indemnification
obligations set forth above during any policy year, subject to
specified exclusions, terms and conditions.  The policy also covers
the officers and directors of the Company for certain of such
losses if they are not indemnified by the Company.  

  The Company is also the owner of an insurance policy which would
reimburse it for certain losses incurred by it pursuant to its
fiduciary obligations under the Employee Retirement Income Security
Act of 1974, subject to specified exclusions, terms and conditions. 
This policy also covers the officers, directors and employees of
the Company for certain of their losses incurred as fiduciaries
under such Act, subject to specified exclusions, terms and
conditions.  

Item 7.   Exception from Registration Claimed

  Not applicable.

Item 8.  Exhibits

  23   Consent of Arthur Andersen LLP

  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 or appendix
            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 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.  Notwithstanding the
               foregoing, any increase or decrease in volume of
               securities offered (if the total dollar value of
               securities offered would not exceed that which was
               registered) and any deviation from the low or high
               end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price
               represent no more than a 20% change in the maximum
               aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the
               effective registration statement;

         (iii) To include any material information with respect
               to the plan of distribution not previously
               disclosed in 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, Form S-8 or Form F-3, 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 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 herein, 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 post-effective
            amendment any of the securities registered which
            remain unsold at the termination of the offering.


  (b)  The undersigned registrant hereby undertakes that, for
       purposes of determining any liability under the Securities
       Act of 1933, 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 Company pursuant to
       the provisions referred to in Item 6 (except as set forth
       in paragraph (c)thereunder), or otherwise, the Company has
       been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against public
       policy as expressed in the Securities Act of 1933 and is,
       therefore, unenforceable.  In the event that a claim for
       indemnification against such liabilities (other than the
       payment by the Company of expenses incurred or paid by a
       director, officer or controlling person of the Company 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
       Company 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 Securities Act of 1933 and will be
       governed by a final adjudication of such issue.




                                 SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933,
Brunswick Corporation 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 Lake
Forest, Illinois on May 14, 1997.

                                     BRUNSWICK CORPORATION


                                     By:/s/ Victoria J. Reich 
                                          Victoria J. Reich,
                                            Vice President 
                                             and Controller

  Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in
the capacities and on the date indicated.

Signature           Title

Peter N. Larson     Chairman of the Board, Chief Executive Officer
                    (Principal Executive Officer) and Director

Peter B. Hamilton   Senior Vice President and Chief Financial Officer
                    (Principal Financial Officer)

Victoria J. Reich   Vice President and Controller 
                    (Principal Accounting Officer)

Nolan D. Archibald      Director

Michael J. Callahan     Director

Peter Harf              Director

George D. Kennedy       Director

Jay W. Lorsch           Director            By:/s/ Victoria J. Reich 
                                             Victoria J. Reich
Rebecca P. Mark         Director             Attorney-in-Fact

Bettye Martin Musham    Director                May 14, 1997

Jack F. Reichert        Director

Kenneth Roman           Director

Roger W. Schipke        Director







                                        

                                EXHIBIT INDEX

Number                             Title                   
23.         Consent of Arthur Andersen LLP

24.         Powers of Attorney



                                                      Exhibit 23


              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


    As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 29, 1997 included in Brunswick Corporation's
Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement.




                               ARTHUR ANDERSEN LLP


Chicago, Illinois
May 9, 1997
  



                                                      Exhibit 24


                              POWER OF ATTORNEY

    The undersigned directors and officers of Brunswick Corporation,
a Delaware corporation (the "Company"), hereby appoint
Peter B. Hamilton, Richard S. O'Brien and Victoria J. Reich and
each of them individually, the true and lawful attorney or attorneys
of the undersigned, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in the
name and on behalf of the undersigned as directors and officers of 
the Company, a Registration Statement under the Securities
Act of 1933, as amended, for the registration of securities, and any
amendments or post-effective amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file or cause
to be filed such Registration Statement, amendments or post-effective
amendments thereto, and other instruments with the Securities and
Exchange Commission.  Each of said attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, each act whatsoever necessary or desirable to be done in
the premises, as fully and to all intents and purposes as the
undersigned could do in person.  The undersigned hereby ratify and
approve the action of said attorneys and each of them.

    IN WITNESS WHEREOF, each of the undersigned has executed this 
Power of Attorney in one or more counterparts on the date set
opposite his/her name.

Capacity                    Signature                  Date



Chairman of the Board,    /s/ Peter N. Larson         May 14, 1997
Chief Executive Officer       Peter N. Larson 
(Principal Executive 
Officer) and Director



Senior Vice President     /s/ Peter B. Hamilton       May 14, 1997
and Chief Financial Officer   Peter B. Hamilton
(Principal Financial Officer)



Vice President            /s/ Victoria J. Reich       May 14, 1997
and Controller                Victoria J. Reich                  
(Principal Accounting Officer)                  



Director                  /s/ Nolan D. Archibald      May 14, 1997
                              Nolan D. Archibald


Director                  /s/ Michael J. Callahan     May 14, 1997
                              Michael J. Callahan


Director                  /s/ Peter Harf              May 14, 1997
                              Peter Harf
                                          

Director                  /s/ George D. Kennedy       May 14, 1997
                              George D. Kennedy


Director                  /s/ Jay W. Lorsch           May 14, 1997
                              Jay W. Lorsch


Director                  /s/ Rebecca P. Mark         May 14, 1997
                              Rebecca P. Mark


Director                  /s/ Bettye Martin Musham    May 14, 1997
                              Bettye Martin Musham


Director                  /s/ Jack F. Reichert        May 14, 1997
                              Jack F. Reichert


Director                  /s/ Kenneth Roman           May 14, 1997
                              Kenneth Roman

  
Director                  /s/ Roger W. Schipke        May 14, 1997
                              Roger W. Schipke
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17459}]
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Registration No.               

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                                                 

                               FORM S-8

                        REGISTRATION STATEMENT
                                Under
                      THE SECURITIES ACT OF 1933

                                                 

                        BRUNSWICK CORPORATION
        (Exact name of registrant as specified in its charter)

       Delaware                   36-0848180
(State of Incorporation)       (I.R.S. Employer 
                               Identification Number)

1 N. Field Ct., Lake Forest, IL                    60045-4811
(Address of Principal Executive Offices)           (Zip Code)

                                                 

              1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                       (Full title of the plan)

                            Mary D. Allen
                  Vice President and General Counsel
                        BRUNSWICK CORPORATION
                            1 N. Field Ct.
                   Lake Forest, Illinois 60045-4811
               (Name and address of agent for service)
                             847-735-4700
               (Telephone number of agent for service)

                   CALCULATION OF REGISTRATION FEE
                        Proposed    Proposed
Title of                Maximum     Maximum     Amount
Securities   Amount     Offering    Aggregate   of
to be        to be      Price       Offering    Registration
Registered   Registered Per Share   Price       Fee
                                           (1)         
Common Stock  
Par          500,000                                 
Value $0.75  shares     $29.75      $14,875,000 $4,507.58 

(1)  Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(h) on the basis of
the average of the high and the low prices of the Common Stock
on May 8, 1997.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents or portions of documents previously
filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

  (a)  The Annual Report of Brunswick Corporation (the "Company")
       on Form 10-K for the year ended December 31, 1996.

  (b)  The Company's Quarterly Report on Form 10-Q for the Quarter
       ended March 31, 1997.

  (c)  The description of the Preferred Share Purchase Rights
       contained in the Company's Registration Statement on Form
       8-A filed with the Commission on March 14, 1996.

  (d)  The description of the Company's Common Stock contained on
       pages 8-9 of the Prospectus filed as part of Amendment No.
       1 to the Company's Registration Statement No. 33-45772
       filed with the Commission on April 30, 1992.

  All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of
filing of such documents.

Item 4.   Description of Securities

  Not applicable.

Item 5.   Interests of Named Experts and Counsel

  Not applicable.

Item 6.   Indemnification of Directors and Officers

  Section 145 of the General Corporation Law of the State of
Delaware, under which the Company is organized, empowers a
corporation, subject to certain limitations, to indemnify its
officers, directors, employees and agents, or others acting in
similar capacities for other entities at the request of the
Company, against certain expenses, including attorneys' fees,
judgments, fines and other amounts which may be paid or incurred by
them in their capacities as such directors, officers, employees or
agents.

  The Certificate of Incorporation of the Company authorizes the
board of directors to indemnify directors, officers, employees or
agents of the Company to the fullest extent that is lawful.

  The Company's By-laws authorize the board of directors to
indemnify directors, officers, employees and agents in the same
circumstances set forth in the Certificate of Incorporation.  The
By-laws also authorize the Company to purchase liability insurance
on behalf of directors, officers, employees and agents and to enter
into indemnity agreements with directors, officers, employees and
agents.

  The Company has entered into indemnification agreements with its
directors and its officers which provide broader indemnification
than the indemnification specifically available under section 145 of
the Delaware statute.  The agreements provide that the Company will
indemnify its directors and its officers, to the fullest extent
permitted by the Company's Certificate of Incorporation (and that
is otherwise lawful) against expenses (including attorneys' fees),
judgments, fines, taxes, penalties and settlement payments incurred
by reason of the fact that they were directors or officers of the
Company.  Unlike section 145, this indemnification would, to the
extent that it is lawful, cover judgments, fines and amounts paid in
settlement of claims against the director or officer by or in the
right of the Company.

  The Company is the owner of an insurance policy which covers the
Company for certain losses incurred pursuant to indemnification
obligations set forth above during any policy year, subject to
specified exclusions, terms and conditions.  The policy also covers
the officers and directors of the Company for certain of such
losses if they are not indemnified by the Company.  

  The Company is also the owner of an insurance policy which would
reimburse it for certain losses incurred by it pursuant to its
fiduciary obligations under the Employee Retirement Income Security
Act of 1974, subject to specified exclusions, terms and conditions. 
This policy also covers the officers, directors and employees of
the Company for certain of their losses incurred as fiduciaries
under such Act, subject to specified exclusions, terms and
conditions.  

Item 7.   Exception from Registration Claimed

  Not applicable.

Item 8.  Exhibits

  23   Consent of Arthur Andersen LLP

  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 or appendix
            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 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.  Notwithstanding the
               foregoing, any increase or decrease in volume of
               securities offered (if the total dollar value of
               securities offered would not exceed that which was
               registered) and any deviation from the low or high
               end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price
               represent no more than a 20% change in the maximum
               aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the
               effective registration statement;

         (iii) To include any material information with respect
               to the plan of distribution not previously
               disclosed in 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, Form S-8 or Form F-3, 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 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 herein, 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 post-effective
            amendment any of the securities registered which
            remain unsold at the termination of the offering.

  (b)  The undersigned registrant hereby undertakes that, for
       purposes of determining any liability under the Securities
       Act of 1933, 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 Company pursuant to
       the provisions referred to in Item 6 (except as set forth
       in paragraph (c)thereunder), or otherwise, the Company has
       been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against public
       policy as expressed in the Securities Act of 1933 and is,
       therefore, unenforceable.  In the event that a claim for
       indemnification against such liabilities (other than the
       payment by the Company of expenses incurred or paid by a
       director, officer or controlling person of the Company 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
       Company 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 Securities Act of 1933 and will be
       governed by a final adjudication of such issue.

                                 SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933,
Brunswick Corporation 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 Lake
Forest, Illinois on May 14, 1997.

                                     BRUNSWICK CORPORATION

                                     By:/s/ Victoria J. Reich 
                                          Victoria J. Reich,
                                            Vice President 
                                             and Controller

  Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in
the capacities and on the date indicated.

Signature           Title

Peter N. Larson     Chairman of the Board, Chief Executive Officer
                    (Principal Executive Officer) and Director

Peter B. Hamilton   Senior Vice President and Chief Financial Officer
                    (Principal Financial Officer)

Victoria J. Reich   Vice President and Controller 
                    (Principal Accounting Officer)

Nolan D. Archibald      Director

Michael J. Callahan     Director

Peter Harf              Director

George D. Kennedy       Director

Jay W. Lorsch           Director            By:/s/ Victoria J. Reich 
                                             Victoria J. Reich
Rebecca P. Mark         Director             Attorney-in-Fact

Bettye Martin Musham    Director                May 14, 1997

Jack F. Reichert        Director

Kenneth Roman           Director

Roger W. Schipke        Director

                                        

                                EXHIBIT INDEX

Number                             Title                   
23.         Consent of Arthur Andersen LLP

24.         Powers of Attorney

                                                      Exhibit 23

              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 29, 1997 included in Brunswick Corporation's
Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement.

                               ARTHUR ANDERSEN LLP

Chicago, Illinois
May 9, 1997
  

                                                      Exhibit 24

                              POWER OF ATTORNEY

    The undersigned directors and officers of Brunswick Corporation,
a Delaware corporation (the "Company"), hereby appoint
Peter B. Hamilton, Richard S. O'Brien and Victoria J. Reich and
each of them individually, the true and lawful attorney or attorneys
of the undersigned, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in the
name and on behalf of the undersigned as directors and officers of 
the Company, a Registration Statement under the Securities
Act of 1933, as amended, for the registration of securities, and any
amendments or post-effective amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file or cause
to be filed such Registration Statement, amendments or post-effective
amendments thereto, and other instruments with the Securities and
Exchange Commission.  Each of said attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, each act whatsoever necessary or desirable to be done in
the premises, as fully and to all intents and purposes as the
undersigned could do in person.  The undersigned hereby ratify and
approve the action of said attorneys and each of them.

    IN WITNESS WHEREOF, each of the undersigned has executed this 
Power of Attorney in one or more counterparts on the date set
opposite his/her name.

Capacity                    Signature                  Date

Chairman of the Board,    /s/ Peter N. Larson         May 14, 1997
Chief Executive Officer       Peter N. Larson 
(Principal Executive 
Officer) and Director

Senior Vice President     /s/ Peter B. Hamilton       May 14, 1997
and Chief Financial Officer   Peter B. Hamilton
(Principal Financial Officer)

Vice President            /s/ Victoria J. Reich       May 14, 1997
and Controller                Victoria J. Reich                  
(Principal Accounting Officer)                  

Director                  /s/ Nolan D. Archibald      May 14, 1997
                              Nolan D. Archibald

Director                  /s/ Michael J. Callahan     May 14, 1997
                              Michael J. Callahan

Director                  /s/ Peter Harf              May 14, 1997
                              Peter Harf
                                          

Director                  /s/ George D. Kennedy       May 14, 1997
                              George D. Kennedy

Director                  /s/ Jay W. Lorsch           May 14, 1997
                              Jay W. Lorsch

Director                  /s/ Rebecca P. Mark         May 14, 1997
                              Rebecca P. Mark

Director                  /s/ Bettye Martin Musham    May 14, 1997
                              Bettye Martin Musham

Director                  /s/ Jack F. Reichert        May 14, 1997
                              Jack F. Reichert

Director                  /s/ Kenneth Roman           May 14, 1997
                              Kenneth Roman

  
Director                  /s/ Roger W. Schipke        May 14, 1997
                              Roger W. Schipke