<PAGE> 1
As filed with the Securities and Exchange Commission 
on May 9, 1997
								Registration No.__________
______________________________________________________________________________

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

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


GREIF BROS. CORPORATION
(Exact name of Registrant as specified in its charter)

              Delaware	           		31-4388903
      (State of incorporation)		 (I.R.S. Employer 
                                Identification No.)

  621 Pennsylvania Avenue, Delaware, Ohio 		    43015
  (Address of Principal Executive Offices)			(Zip Code)


GREIF BROS. CORPORATION
INCENTIVE STOCK OPTION PLAN 
(Full Title of the Plan)

Michael J. Gasser, Chairman and Chief Executive Officer
Greif Bros. Corporation
621 Pennsylvania Avenue
Delaware, Ohio 43015
614-363-1271
(Agent for Service)



Copies to:
Allan Hull,
Vice President and General Counsel
6505 Wilson Mills Road                                      
	
Mayfield Village, Ohio, 44143
(216) 461-8880






Index to Exhibits on pages 8 and 9


<PAGE> 2
<TABLE>
Calculation of Registration Fee
<CAPTION>

                          Proposed    Proposed
Title of     Amount to    Maximum     Maximum
Securities   be           Offering    Aggregate      Amount of
to be        Registered   Price Per   Offering       Registration
Registered   (1)          Share (2)   Price (2)      Fee
<S>          <C>          <C>         <C>            <C>
Class A      1,000,000    $25.875     $25,875,000    $7,841.00
Common 
Stock, 
without 
Par Value

   
<FN>    
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as 
amended, this Registration Statement also includes an 
indeterminable number of additional shares of Class A Common 
Stock that may become issuable pursuant to antidilution 
adjustment provisions of the Plan.

(2)  Estimated solely for the purpose of computing the 
registration fee pursuant to Rule 457 under the Securities Act of 
1933, as amended, on the basis of the average of the high and low 
prices of the Registrant's Common Stock as reported on the NASDAQ 
National Market System on May 6, 1997.
</TABLE>

<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in 
this registration statement.

(a)	Registrant's Annual Report on Form 10-K for the fiscal 
year ended October 31, 1996, filed pursuant to Section 
13(a) or 15(d) of the Securities Exchange Act of 1934, 
as amended. 

(b)	Registrant's quarterly report on Form 10-Q for the 
fiscal quarter ended January 31, 1997, and all other 
reports, if any, filed by the Company pursuant to 
Section 13(a) or 15(d) of the Securities Exchange Act 
of 1934 since the end of the fiscal year ended October 
3l, 1996.

(c)	The description of Registrant's Class A Common Stock 
contained in the Registration Statement on Form 8-A 
filed with the Commission on November 7, 1995, under 
Section 12 of the Securities Exchange Act of 1934, 
including any amendment or report filed for the purpose 
of updating such description.

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


Item 4.  DESCRIPTION OF SECURITIES

	Not applicable; the class of securities to be offered is 
registered under Section 12 of the Securities Exchange Act of 
1934.



<PAGE> 4
Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

	Allan Hull, of Hull and Hull, Legal Counsel, whose 
attorney's opinion is attached as Exhibit 5, is the owner of 
149,600 shares of the Class B Common Stock of the Company, and is 
the recipient of a non-statutory option of 10,000 Class A Common 
Stock under the Greif Bros. Corporation Incentive Stock Option 
Plan.  Mr. Hull, as a non-employee director, also has been 
granted options for 4,000 shares of Class A Common Stock under 
the 1996 Directors' Stock Option Plan of the Company.	

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

	Article 46 of the Bylaws of the Company, as amended, 
provides:

	"Each director and officer of the Company shall be 
indemnified by the Company and saved harmless, whether or not 
then in office (and his heirs, executors and administrators) 
against all loss, expenses and damages sustained or reasonably 
incurred by him in connection with any action, suit or proceeding 
commenced or threatened, to which he may be a party by reason of 
his being or having been a director or officer of the Company, 
except in relation to matters as to which he shall be finally 
adjudged in such action, suit or proceeding to be liable for 
willful misfeasance, bad faith or negligence in the performance 
of his duties as such director or officer, and the foregoing 
indemnification shall not be exclusive of any other rights to 
which he may be entitled as a matter of law or otherwise."

	The Registrant also maintains an insurance policy insuring 
its directors and officers against liability for certain acts and 
omissions while acting in their official capacities.

	There is no litigation pending, and neither the Registrant 
nor any of its directors know of any threatened litigation, which 
might result in a claim for indemnification by any director or 
officer.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.


Item 8.  EXHIBITS

Index to Exhibits

Exhibit
Number	Description of Document

4.1		Incentive Stock Option Plan (contained 
     herein).

<PAGE> 5
4.2		Copy of Amendment to the Company's 
 				Certificate of Incorporation setting forth
	   	the current provisions covering the Class
     A and Class B Common Stock.  Said amendment 
     was adopted by the stockholders at their 
     meeting on February 27, 1995 (contained 
     herein).

5		Opinion of Hull and Hull (contained herein).

23.1		Consent of Price Waterhouse LLP (contained 
      herein).

23.2		Consent of Hull and Hull (included in Exhibit 
      5).

	24		Powers of Attorney (contained herein).

Item 9.	UNDERTAKINGS

(a)	The 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 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;

(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 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 15(d) of the 
Securities Exchange Act of 1934 that are incorporated 
by reference in this 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 

<PAGE> 6
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)	The 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 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, as amended, may be permitted to 
directors, officers, and controlling persons of the Registrant 
pursuant to the provisions described in Item 6, above, 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 Securities Act of 1933, 
as amended, and is, therefore, unenforceable.  In the event that 
a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a 
director, officer, or controlling person of the Registrant in the 
successful defense of any action, suit or proceeding) is asserted 
by such director, officer, or controlling person in connection 
with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Securities Act of 1933 
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 Delaware, State of Ohio, on the 8th day of April, 
1997.

						GREIF BROS. CORPORATION


						By_/s/ Michael J. Gasser		
							Michael J. Gasser
							Chief Executive Officer

<PAGE> 7
	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 date indicated.


(Signature)	/s/ Michael J. Gasser						
		
(Title)	 Michael J. Gasser			Chairman of the Board & 
                             Chief Executive Officer	
(Date)	April 8, 1997			                        
                             (Principal Executive Officer)		


(Signature)	/s/ William B. Sparks, Jr.					
		
(Title)	 William B. Sparks, Jr.		  President, Chief 
                                   Operating Officer and Director	
(Date)	April 8, 1997									
	


(Signature)	/s/ John K. Dieker							
	
(Title)	John K. Dieker				       		Controller                   
	
(Date)	April 8, 1997		             (Principal Financial Officer 
                                   and Principal Accounting Officer)	


(Signature)	/s/ Charles R. Chandler*   					
		
(Title)	 Charles R. Chandler   		                                         
                                   Director		
(Date)	April 8, 1997									
	


(Signature)	/s/ Michael H. Dempsey*    					
		
(Title)	 Michael H. Dempsey    		                                         
                                   Director		
(Date)	April 8, 1997									
	


(Signature)	/s/ Naomi C. Dempsey*      					
		
(Title)	 Naomi C. Dempsey      		                                         
                                   Director		
(Date)	April 8, 1997									
	


(Signature)	/s/ Daniel J. Gunsett*     					
		
(Title)	 Daniel J. Gunsett     		                                         
                                   Director		
(Date)	April 8, 1997									
	


<PAGE> 8
(Signature)	/s/ Allan Hull*            					
			
(Title)	 Allan Hull            			                                         
                                   Director		
(Date)	April 8, 1997									
	


(Signature)	/s/ Robert C. Macauley* 						
	
(Title)	 Robert C. Macauley    		                                         
                                  Director		
(Date)	April 8, 1997									
	


(Signature)	/s/ David J. Olderman*     					
		
(Title)	 David J. Olderman     		                                         
                                  Director		
(Date)	April 8, 1997									
	


(Signature)	/s/ J Maurice Struchen*    					
		
(Title)	 J Maurice Struchen    		                                         
                                  Director		
(Date)	April 8, 1997									
	


	*The undersigned, Michael J. Gasser, by signing his name 
hereto, does hereby execute this Registration Statement on behalf 
of each of the other above-named persons pursuant to powers of 
attorney duly executed by such persons and filed as an exhibit to 
this Registration Statement.


(Signature)	/s/ Michael J. Gasser     					
		
(Title)	 Michael J. Gasser  			  		Attorney 
                                   in Fact                   	
(Date)	April 8, 1997									
	

 INDEX TO EXHIBITS


Exhibit
Number	Description of Document

4.1		Incentive Stock Option Plan (contained herein).

4.2		Copy of Amendment to the Company's 
   		Certificate of Incorporation setting forth
	   	the current provisions covering the Class
		   A Common and the Class B Common Stock.
		   Said amendment was adopted by the stock-
	   	holders at their meeting February 27, 1995 (contained 
     herein).

<PAGE> 9
5		Opinion of Hull and Hull (contained herein). 

23.1		Consent of Price Waterhouse LLP (contained herein). 

23.2		Consent of Hull and Hull (included in Exhibit 5).

24		Powers of Attorney	(contained herein).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 14341}]
{"company-data": {"conformed-name": "GREIF BROTHERS CORP", "cik": "0000043920", "assigned-sic": "2650", "irs-number": "314388903", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26767", "film-number": "97598928"}, "business-address": {"street1": "621 PENNSYLVANIA AVE", "city": "DELAWARE", "state": "OH", "zip": "43015", "phone": "6143631271"}, "mail-address": {"street1": "621 PENNSYLVANIA AVE", "city": "DELAWARE", "state": "OH", "zip": "43015"}, "former-company": {"former-conformed-name": "GREIF BROTHERS COOPERAGE CORP", "date-changed": "19690820"}}
1
As filed with the Securities and Exchange Commission 
on May 9, 1997
								Registration No.__________
______________________________________________________________________________

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

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

GREIF BROS. CORPORATION
(Exact name of Registrant as specified in its charter)

              Delaware	           		31-4388903
      (State of incorporation)		 (I.R.S. Employer 
                                Identification No.)

  621 Pennsylvania Avenue, Delaware, Ohio 		    43015
  (Address of Principal Executive Offices)			(Zip Code)

GREIF BROS. CORPORATION
INCENTIVE STOCK OPTION PLAN 
(Full Title of the Plan)

Michael J. Gasser, Chairman and Chief Executive Officer
Greif Bros. Corporation
621 Pennsylvania Avenue
Delaware, Ohio 43015
614-363-1271
(Agent for Service)

Copies to:
Allan Hull,
Vice President and General Counsel
6505 Wilson Mills Road                                      
	
Mayfield Village, Ohio, 44143
(216) 461-8880

Index to Exhibits on pages 8 and 9
2

Calculation of Registration Fee
Proposed    Proposed
Title of     Amount to    Maximum     Maximum
Securities   be           Offering    Aggregate      Amount of
to be        Registered   Price Per   Offering       Registration
Registered   (1)          Share (2)   Price (2)      Fee
Class A      1,000,000    $25.875     $25,875,000    $7,841.00
Common 
Stock, 
without 
Par Value
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as 
amended, this Registration Statement also includes an 
indeterminable number of additional shares of Class A Common 
Stock that may become issuable pursuant to antidilution 
adjustment provisions of the Plan.

(2)  Estimated solely for the purpose of computing the 
registration fee pursuant to Rule 457 under the Securities Act of 
1933, as amended, on the basis of the average of the high and low 
prices of the Registrant's Common Stock as reported on the NASDAQ 
National Market System on May 6, 1997.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in 
this registration statement.

(a)	Registrant's Annual Report on Form 10-K for the fiscal 
year ended October 31, 1996, filed pursuant to Section 
13(a) or 15(d) of the Securities Exchange Act of 1934, 
as amended. 

(b)	Registrant's quarterly report on Form 10-Q for the 
fiscal quarter ended January 31, 1997, and all other 
reports, if any, filed by the Company pursuant to 
Section 13(a) or 15(d) of the Securities Exchange Act 
of 1934 since the end of the fiscal year ended October 
3l, 1996.

(c)	The description of Registrant's Class A Common Stock 
contained in the Registration Statement on Form 8-A 
filed with the Commission on November 7, 1995, under 
Section 12 of the Securities Exchange Act of 1934, 
including any amendment or report filed for the purpose 
of updating such description.

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

Item 4.  DESCRIPTION OF SECURITIES

	Not applicable; the class of securities to be offered is 
registered under Section 12 of the Securities Exchange Act of 
1934.
4
Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

	Allan Hull, of Hull and Hull, Legal Counsel, whose 
attorney's opinion is attached as Exhibit 5, is the owner of 
149,600 shares of the Class B Common Stock of the Company, and is 
the recipient of a non-statutory option of 10,000 Class A Common 
Stock under the Greif Bros. Corporation Incentive Stock Option 
Plan.  Mr. Hull, as a non-employee director, also has been 
granted options for 4,000 shares of Class A Common Stock under 
the 1996 Directors' Stock Option Plan of the Company.	

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

	Article 46 of the Bylaws of the Company, as amended, 
provides:

	"Each director and officer of the Company shall be 
indemnified by the Company and saved harmless, whether or not 
then in office (and his heirs, executors and administrators) 
against all loss, expenses and damages sustained or reasonably 
incurred by him in connection with any action, suit or proceeding 
commenced or threatened, to which he may be a party by reason of 
his being or having been a director or officer of the Company, 
except in relation to matters as to which he shall be finally 
adjudged in such action, suit or proceeding to be liable for 
willful misfeasance, bad faith or negligence in the performance 
of his duties as such director or officer, and the foregoing 
indemnification shall not be exclusive of any other rights to 
which he may be entitled as a matter of law or otherwise."

	The Registrant also maintains an insurance policy insuring 
its directors and officers against liability for certain acts and 
omissions while acting in their official capacities.

	There is no litigation pending, and neither the Registrant 
nor any of its directors know of any threatened litigation, which 
might result in a claim for indemnification by any director or 
officer.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8.  EXHIBITS

Index to Exhibits

Exhibit
Number	Description of Document

4.1		Incentive Stock Option Plan (contained 
     herein).
5
4.2		Copy of Amendment to the Company's 
 				Certificate of Incorporation setting forth
	   	the current provisions covering the Class
     A and Class B Common Stock.  Said amendment 
     was adopted by the stockholders at their 
     meeting on February 27, 1995 (contained 
     herein).

5		Opinion of Hull and Hull (contained herein).

23.1		Consent of Price Waterhouse LLP (contained 
      herein).

23.2		Consent of Hull and Hull (included in Exhibit 
      5).

	24		Powers of Attorney (contained herein).

Item 9.	UNDERTAKINGS

(a)	The 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 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;

(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 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 15(d) of the 
Securities Exchange Act of 1934 that are incorporated 
by reference in this 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
6
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)	The 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 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, as amended, may be permitted to 
directors, officers, and controlling persons of the Registrant 
pursuant to the provisions described in Item 6, above, 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 Securities Act of 1933, 
as amended, and is, therefore, unenforceable.  In the event that 
a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a 
director, officer, or controlling person of the Registrant in the 
successful defense of any action, suit or proceeding) is asserted 
by such director, officer, or controlling person in connection 
with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Securities Act of 1933 
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 Delaware, State of Ohio, on the 8th day of April, 
1997.

						GREIF BROS. CORPORATION

						By_/s/ Michael J. Gasser		
							Michael J. Gasser
							Chief Executive Officer
7
	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 date indicated.

(Signature)	/s/ Michael J. Gasser						
		
(Title)	 Michael J. Gasser			Chairman of the Board & 
                             Chief Executive Officer	
(Date)	April 8, 1997			                        
                             (Principal Executive Officer)		

(Signature)	/s/ William B. Sparks, Jr.					
		
(Title)	 William B. Sparks, Jr.		  President, Chief 
                                   Operating Officer and Director	
(Date)	April 8, 1997									
	

(Signature)	/s/ John K. Dieker							
	
(Title)	John K. Dieker				       		Controller                   
	
(Date)	April 8, 1997		             (Principal Financial Officer 
                                   and Principal Accounting Officer)	

(Signature)	/s/ Charles R. Chandler*   					
		
(Title)	 Charles R. Chandler   		                                         
                                   Director		
(Date)	April 8, 1997									
	

(Signature)	/s/ Michael H. Dempsey*    					
		
(Title)	 Michael H. Dempsey    		                                         
                                   Director		
(Date)	April 8, 1997									
	

(Signature)	/s/ Naomi C. Dempsey*      					
		
(Title)	 Naomi C. Dempsey      		                                         
                                   Director		
(Date)	April 8, 1997									
	

(Signature)	/s/ Daniel J. Gunsett*     					
		
(Title)	 Daniel J. Gunsett     		                                         
                                   Director		
(Date)	April 8, 1997
8
(Signature)	/s/ Allan Hull*            					
			
(Title)	 Allan Hull            			                                         
                                   Director		
(Date)	April 8, 1997									
	

(Signature)	/s/ Robert C. Macauley* 						
	
(Title)	 Robert C. Macauley    		                                         
                                  Director		
(Date)	April 8, 1997									
	

(Signature)	/s/ David J. Olderman*     					
		
(Title)	 David J. Olderman     		                                         
                                  Director		
(Date)	April 8, 1997									
	

(Signature)	/s/ J Maurice Struchen*    					
		
(Title)	 J Maurice Struchen    		                                         
                                  Director		
(Date)	April 8, 1997									
	

	*The undersigned, Michael J. Gasser, by signing his name 
hereto, does hereby execute this Registration Statement on behalf 
of each of the other above-named persons pursuant to powers of 
attorney duly executed by such persons and filed as an exhibit to 
this Registration Statement.

(Signature)	/s/ Michael J. Gasser     					
		
(Title)	 Michael J. Gasser  			  		Attorney 
                                   in Fact                   	
(Date)	April 8, 1997									
	

 INDEX TO EXHIBITS

Exhibit
Number	Description of Document

4.1		Incentive Stock Option Plan (contained herein).

4.2		Copy of Amendment to the Company's 
   		Certificate of Incorporation setting forth
	   	the current provisions covering the Class
		   A Common and the Class B Common Stock.
		   Said amendment was adopted by the stock-
	   	holders at their meeting February 27, 1995 (contained 
     herein).
9
5		Opinion of Hull and Hull (contained herein). 

23.1		Consent of Price Waterhouse LLP (contained herein). 

23.2		Consent of Hull and Hull (included in Exhibit 5).

24		Powers of Attorney	(contained herein).