As filed with the Securities and Exchange Commission on June 13, 2000

                                                Registration No. _______________

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



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

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


                               MET-PRO CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                          23-1683282
    (State or Other Jurisdiction                             (I.R.S. Employer
  of Incorporation or Organization)                          Identification No.)


                               Met-Pro Corporation
                         160 Cassell Road, P.O. Box 144
                        Harleysville, Pennsylvania 19438
                                 (215) 723-6751
   (Address, including Zip Code, of Registrant's Principal Executive Offices)
                           --------------------------

                   MET-PRO CORPORATION 1992 STOCK OPTION PLAN
                            (Full Title of the Plan)
                           --------------------------

                                William L. Kacin
                 Chairman, Chief Executive Officer and President
                         160 Cassell Road, P.O. Box 144
                        Harleysville, Pennsylvania 19438
                                 (215) 723-6751
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           --------------------------



                                   Copies to:

Jeffrey H. Nicholas, Esquire                   Gary J. Morgan, Secretary
Fox, Rothschild, O'Brien & Frankel, LLP        Met-Pro Corporation
997 Lenox Drive                                160 Cassell Road, P.O. Box 144
Lawrenceville, New Jersey  08648               Harleysville, Pennsylvania  19438


                                      -1-
<PAGE>




<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

<S>                                 <C>                 <C>                   <C>                    <C>

----------------------------------- ------------------- --------------------- ---------------------- -----------------
                                                          Proposed maximum      Proposed maximum        Amount of
Title of securities to be              Amount to be      offering price per    aggregate offering    registration fee
registered                              registered             share                  price                (1)
----------------------------------- ------------------- --------------------- ---------------------- -----------------
     Common Stock,
     $0.10 par value                121,025 shares(2)         $9.0625             $1,096,789            $ 289.55
----------------------------------- ------------------- --------------------- ---------------------- -----------------
</TABLE>


(1)     Estimated in accordance with Rule 457(h) under the Securities Acts of
        1933,  as  amended  (the  "Securities  Act"),  solely  for  purposes  of
        calculating the  registration fee and based upon the average of the high
        and low sales  prices of the Common  Stock as  reported  on the New York
        Stock Exchange on June 6, 2000.

(2)     There are also being registered an indeterminate number of additional
        shares of Common Stock as may be required by the anti-dilution
        provisions of the 1992 Stock Option Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        Information required by Part I of Form S-8 shall be included in
documents to be furnished to participants in the Company's 1992 Stock Option
Plan pursuant to Rule 428(b)(1)(i) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        We hereby incorporate by reference into this registration statement the
following documents and information that we have earlier heretofore filed with
the SEC:

(1)     Our Annual Report on Form 10-K for our year ended January 31, 2000;

(2)     The Definitive Proxy Statement that we filed on April 27, 2000 for our
        Annual Meeting of Shareholders that we held on June 7, 2000;

(3)     Our Quarterly Report on Form 10-Q for the quarter ended April 30, 2000;

(4)     The description of the Company's Common Stock contained in our
        Registration Statement on Form 8-A that we filed with the SEC on June
        12, 1998;

                                      -2-
<PAGE>


(5)     The description of the Company's Rights to purchase Common Stock
        contained in our Registration Statement on Form 8-A that we filed with
        the SEC on January 7, 2000; and

(6)     All other reports filed by the Company pursuant to Section 13(a) or
        15(d) of the Securities Exchange Act, as amended (the "Exchange Act")
        since the end of the fiscal year covered by the Annual Report referred
        to in (1) above.

        In addition, we hereby incorporate by reference into this registration
statement all documents that we subsequently file with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities registered have been sold or which deregisters all securities
then remaining unsold. Each document that is so incorporated by reference shall
be deemed to be a part of this registration statement from the date of the
filing of such document with the SEC.

Item 4. Description of Securities.

        Not Applicable

Item 5. Interest of Named Experts and Counsel.

        Not Applicable

Item 6. Indemnification of Directors and Officers

        Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change the directors' duty of care,
it enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.

        Section 145 of the Delaware General Corporate Law provides generally
that a corporation shall have the power, and in some cases is required, to
indemnify an agent, including an officer or director, who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, against certain expenses, judgments, fines, settlements, and other
amounts under certain circumstances.

                                      -3-
<PAGE>

        The Company's By-laws provide for indemnification to the full extent
permitted by the Delaware General Corporation Law. These indemnification
provisions may be sufficiently broad to permit indemnification of the Company's
officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8.           Exhibits

      Exhibit Number                        Description
---------------------------  ---------------------------------------------------
           4                 Year 1992 Stock Option Plan (1)

           5                 Opinion and Concent of Fox, Rothschild, O'Brien &
                             Frankel, LLP

           23.1              Consent of Margolis & Company, P.C.

           23.2              Consent of Fox Rothschild, O'Brien & Frankel, LLP
                             (See Ex. 5)

           24                Power of attorney (filed with signature pages)



(1) Incorporated by reference to Exhibit A of the Definitive Proxy Statement
filed with the SEC on April 24, 1992 for our June 3, 1992 Annual Meeting of
Stockholders.

Item 9. Undertakings.

        A.      We hereby undertake:

        (1) 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.

        (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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

        B. We hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of its 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

                                      -4-
<PAGE>

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 therein.

        C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
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 us of
expenses incurred or paid by a director, officer or controlling person of ours
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 in this registration statement, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act of 1933, and we
will be governed by the final adjudication of such issue.


                                      -5-
<PAGE>


                                   SIGNATURES
                                   ----------

        According to the requirements of the Securities Act of 1933, Met-Pro
Corporation hereby 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 Town of Harleysville, Commonwealth of Pennsylvania, on
the 13th day of June, 2000.

                             MET-PRO CORPORATION


                             By: /s/ William L. Kacin
                             ---------------------------------------------------
                             William L. Kacin, Chairman, Chief Executive Officer
                             and President




        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William L. Kacin and Gary J. Morgan, and each of
them individually, his true and lawful attorney-in-fact and agent for him and in
his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully 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 and on the dates indicated.

<TABLE>
<CAPTION>

           Signature                                            Title                              Date
<S>                                            <C>                                             <C>

/s/ William L. Kacin                               Chairman, Chief Executive Officer and       June 13, 2000
------------------------------------               President [principal executive officer]
William L. Kacin


/s/ Gary J. Morgan                                       Vice President - Finance,             June 13, 2000
------------------------------------                 Secretary, Treasurer and Director
Gary J. Morgan                                 [principal financial and accounting officer]


/s/ Nicholas DeBenedictis                                        Director                      June 13, 2000
------------------------------------
Nicholas DeBenedictis

</TABLE>


                                      -6-
<PAGE>

<TABLE>
<CAPTION>
           Signature                                            Title                              Date
<S>                                             <C>                                            <C>

/s/ Alan Lawley                                                  Director                      June 13, 2000
------------------------------------
Alan Lawley

/s/ Michael J. Morris                                            Director                      June 13, 2000
------------------------------------
Michael J. Morris

/s/ Jeffrey H. Nicholas                                          Director                      June 13, 2000
------------------------------------
Jeffrey H. Nicholas
</TABLE>



                                      -7-
<PAGE>


                                  EXHIBIT INDEX

      Exhibit Number                        Description
---------------------------  ---------------------------------------------------
           4                 Year 1992 Stock Option Plan (1)

           5                 Opinion and Concent of Fox, Rothschild, O'Brien &
                             Frankel, LLP

           23.1              Consent of Margolis & Company, P.C.

           23.2              Consent of Fox Rothschild, O'Brien & Frankel, LLP
                             (See Ex. 5)

           24                Power of attorney (filed with signature pages)


(1)  Incorporated  by reference to Exhibit A to the Definitive  Proxy Statement
filed with the SEC on April 24,  1992 for our June 3, 1992  Annual  Meeting of
Stockholders.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 16694}]
{"company-data": {"conformed-name": "MET PRO CORP", "cik": "0000065201", "assigned-sic": "3564", "irs-number": "231683282", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39180", "film-number": "654245"}, "business-address": {"street1": "160 CASSELL ROAD", "city": "HARLEYSVILLE", "state": "PA", "zip": "19438", "phone": "2157236751"}, "mail-address": {"street1": "160 CASSELL ROAD", "street2": "BOX 144", "city": "HARLEYSVILLE", "state": "PA", "zip": "19438"}, "former-company": [{"former-conformed-name": "MET PRO WATER TREATMENT CORP", "date-changed": "19740924"}, {"former-conformed-name": "MET PRO INC", "date-changed": "19661026"}]}
As filed with the Securities and Exchange Commission on June 13, 2000

                                                Registration No. _______________

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

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

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

                               MET-PRO CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                          23-1683282
    (State or Other Jurisdiction                             (I.R.S. Employer
  of Incorporation or Organization)                          Identification No.)

                               Met-Pro Corporation
                         160 Cassell Road, P.O. Box 144
                        Harleysville, Pennsylvania 19438
                                 (215) 723-6751
   (Address, including Zip Code, of Registrant's Principal Executive Offices)
                           --------------------------

                   MET-PRO CORPORATION 1992 STOCK OPTION PLAN
                            (Full Title of the Plan)
                           --------------------------

                                William L. Kacin
                 Chairman, Chief Executive Officer and President
                         160 Cassell Road, P.O. Box 144
                        Harleysville, Pennsylvania 19438
                                 (215) 723-6751
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           --------------------------

                                   Copies to:

Jeffrey H. Nicholas, Esquire                   Gary J. Morgan, Secretary
Fox, Rothschild, O'Brien & Frankel, LLP        Met-Pro Corporation
997 Lenox Drive                                160 Cassell Road, P.O. Box 144
Lawrenceville, New Jersey  08648               Harleysville, Pennsylvania  19438

                                      -1-
CALCULATION OF REGISTRATION FEE
----------------------------------- ------------------- --------------------- ---------------------- -----------------
                                                          Proposed maximum      Proposed maximum        Amount of
Title of securities to be              Amount to be      offering price per    aggregate offering    registration fee
registered                              registered             share                  price                (1)
----------------------------------- ------------------- --------------------- ---------------------- -----------------
     Common Stock,
     $0.10 par value                121,025 shares(2)         $9.0625             $1,096,789            $ 289.55
----------------------------------- ------------------- --------------------- ---------------------- -----------------
(1)     Estimated in accordance with Rule 457(h) under the Securities Acts of
        1933,  as  amended  (the  "Securities  Act"),  solely  for  purposes  of
        calculating the  registration fee and based upon the average of the high
        and low sales  prices of the Common  Stock as  reported  on the New York
        Stock Exchange on June 6, 2000.

(2)     There are also being registered an indeterminate number of additional
        shares of Common Stock as may be required by the anti-dilution
        provisions of the 1992 Stock Option Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        Information required by Part I of Form S-8 shall be included in
documents to be furnished to participants in the Company's 1992 Stock Option
Plan pursuant to Rule 428(b)(1)(i) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        We hereby incorporate by reference into this registration statement the
following documents and information that we have earlier heretofore filed with
the SEC:

(1)     Our Annual Report on Form 10-K for our year ended January 31, 2000;

(2)     The Definitive Proxy Statement that we filed on April 27, 2000 for our
        Annual Meeting of Shareholders that we held on June 7, 2000;

(3)     Our Quarterly Report on Form 10-Q for the quarter ended April 30, 2000;

(4)     The description of the Company's Common Stock contained in our
        Registration Statement on Form 8-A that we filed with the SEC on June
        12, 1998;

                                      -2-
(5)     The description of the Company's Rights to purchase Common Stock
        contained in our Registration Statement on Form 8-A that we filed with
        the SEC on January 7, 2000; and

(6)     All other reports filed by the Company pursuant to Section 13(a) or
        15(d) of the Securities Exchange Act, as amended (the "Exchange Act")
        since the end of the fiscal year covered by the Annual Report referred
        to in (1) above.

        In addition, we hereby incorporate by reference into this registration
statement all documents that we subsequently file with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities registered have been sold or which deregisters all securities
then remaining unsold. Each document that is so incorporated by reference shall
be deemed to be a part of this registration statement from the date of the
filing of such document with the SEC.

Item 4. Description of Securities.

        Not Applicable

Item 5. Interest of Named Experts and Counsel.

        Not Applicable

Item 6. Indemnification of Directors and Officers

        Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change the directors' duty of care,
it enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.

        Section 145 of the Delaware General Corporate Law provides generally
that a corporation shall have the power, and in some cases is required, to
indemnify an agent, including an officer or director, who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, against certain expenses, judgments, fines, settlements, and other
amounts under certain circumstances.

                                      -3-
The Company's By-laws provide for indemnification to the full extent
permitted by the Delaware General Corporation Law. These indemnification
provisions may be sufficiently broad to permit indemnification of the Company's
officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8.           Exhibits

      Exhibit Number                        Description
---------------------------  ---------------------------------------------------
           4                 Year 1992 Stock Option Plan (1)

           5                 Opinion and Concent of Fox, Rothschild, O'Brien &
                             Frankel, LLP

           23.1              Consent of Margolis & Company, P.C.

           23.2              Consent of Fox Rothschild, O'Brien & Frankel, LLP
                             (See Ex. 5)

           24                Power of attorney (filed with signature pages)

(1) Incorporated by reference to Exhibit A of the Definitive Proxy Statement
filed with the SEC on April 24, 1992 for our June 3, 1992 Annual Meeting of
Stockholders.

Item 9. Undertakings.

        A.      We hereby undertake:

        (1) 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.

        (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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

        B. We hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of its 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

                                      -4-
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 therein.

        C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
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 us of
expenses incurred or paid by a director, officer or controlling person of ours
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 in this registration statement, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act of 1933, and we
will be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES
                                   ----------

        According to the requirements of the Securities Act of 1933, Met-Pro
Corporation hereby 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 Town of Harleysville, Commonwealth of Pennsylvania, on
the 13th day of June, 2000.

                             MET-PRO CORPORATION

                             By: /s/ William L. Kacin
                             ---------------------------------------------------
                             William L. Kacin, Chairman, Chief Executive Officer
                             and President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William L. Kacin and Gary J. Morgan, and each of
them individually, his true and lawful attorney-in-fact and agent for him and in
his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully 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 and on the dates indicated.
Signature                                            Title                              Date
/s/ William L. Kacin                               Chairman, Chief Executive Officer and       June 13, 2000
------------------------------------               President [principal executive officer]
William L. Kacin

/s/ Gary J. Morgan                                       Vice President - Finance,             June 13, 2000
------------------------------------                 Secretary, Treasurer and Director
Gary J. Morgan                                 [principal financial and accounting officer]

/s/ Nicholas DeBenedictis                                        Director                      June 13, 2000
------------------------------------
Nicholas DeBenedictis
-6-
Signature                                            Title                              Date
/s/ Alan Lawley                                                  Director                      June 13, 2000
------------------------------------
Alan Lawley

/s/ Michael J. Morris                                            Director                      June 13, 2000
------------------------------------
Michael J. Morris

/s/ Jeffrey H. Nicholas                                          Director                      June 13, 2000
------------------------------------
Jeffrey H. Nicholas
-7-
EXHIBIT INDEX

      Exhibit Number                        Description
---------------------------  ---------------------------------------------------
           4                 Year 1992 Stock Option Plan (1)

           5                 Opinion and Concent of Fox, Rothschild, O'Brien &
                             Frankel, LLP

           23.1              Consent of Margolis & Company, P.C.

           23.2              Consent of Fox Rothschild, O'Brien & Frankel, LLP
                             (See Ex. 5)

           24                Power of attorney (filed with signature pages)

(1)  Incorporated  by reference to Exhibit A to the Definitive  Proxy Statement
filed with the SEC on April 24,  1992 for our June 3, 1992  Annual  Meeting of
Stockholders.