As filed with the Securities and Exchange Commission on June 20, 1996
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  MESTEK, INC.
             (Exact name of registrant as specified in its charter)

    Pennsylvania                                          25-0661650
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation of organization)                     Identification No.)

                              260 North Elm Street
                         Westfield, Massachusetts 01085
                                  413/568-9571
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                       MESTEK, INC. 1996 STOCK OPTION PLAN
                            (Full title of the Plan)


                                 R. Bruce Dewey
                                    Secretary
                              260 North Elm Street
                         Westfield, Massachusetts 01085
                                  413/568-9571
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)



                                    Copy to:
                             Daniel L. Goelzer, Esq.
                        Baker & McKenzie 815 Connecticut
                                  Avenue, N.W.
                             Washington, D.C. 20006
                                 (202) 452-7000



<PAGE>


                                   Page 1 of 9
                         CALCULATION OF REGISTRATION FEE


                                   Proposed       Proposed
Title of                           Maximum        Maximum
Securities          Amount to      Offering       Aggregate          Amount
to be               be Regis-      Price Per      Offering         Registra-
Registered          tered            Unit           Price           tion Fee

Common              90,000          $13.75        $1,237,500       $  426.72
Stock, without     410,000          $14.00(1)     $5,740,000(1)    $1,979.31
                                                                    --------
Par Value                                                          $2,406.03






















(1) Pursuant to Rules  457(h)(1) and 457(c) under the Securities Act of 1933, as
amended,  the proposed maximum offering price per share and the proposed maximum
aggregate offering price for 410,000 shares are estimated solely for purposes of
calculating the  registration fee and are based upon the average of the high and
low prices of the Common Stock of the  Registrant on the New York Stock Exchange
on June 13, 1996.


<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Mestek, Inc. (the "Company" or "Registrant") hereby incorporates by 
reference the following documents:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's document referred to in (a) above; and

         (c) the description of the  Registrant's  stock,  without par value per
share (the "Common Stock") contained in any registration  statement filed by the
Company  under  Section  12 of the  Securities  Exchange  Act of  1934,  and any
amendment or report filed with the  Commission  for the purpose of updating such
description of common stock.

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in the  registration  statement and to
be part  thereof  from the  date of  filing  of such  documents.  Any  statement
contained herein or in a document,  all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  in any  subsequently  filed  document  which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.




<PAGE>


Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VII,  Section 7.1, of the Company's  By-Laws  provides that the
Company  shall  indemnify  its  directors,  officers,  employees  or agents from
liabilities  and expenses  incurred by reason of the fact that such person is or
was a director,  officer,  employee or agent if such person  acted in good faith
and in a manner  reasonably  believed  to be in,  or not  opposed  to,  the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe that such person's  conduct was
unlawful.  Section 7.3 further provides that  indemnification  under the By-Laws
shall only be made upon a  determination  that  indemnification  of a  director,
officer,  employee or agent is proper in the  circumstances  because such person
has met the applicable  standard of conduct  contained in Section 7.1 of Article
VII by (i) the board of directors by a majority  vote of a quorum  consisting of
the directors who were not parties to such action,  suit or proceeding,  or (ii)
if  such  quorum  is  not  obtainable,  or,  even  if  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion,  or (iii) by the stockholders.  Section 7.6 also authorizes the Company
to purchase and maintain liability insurance on behalf of any director, officer,
employee or agent against any liability asserted against such person or incurred
by such person in any such capacity, or arising out of his status as such.

         The Company has entered into Indemnification  Agreements ("Agreements")
with its officers and  directors.  These  Agreements  provide that directors and
officers will be  indemnified  against  expenses  (including  attorney's  fees),
judgments,  fines  and  amounts  paid in  settlements  actually  and  reasonably
incurred by reason of the fact that he is or was a director  or  officer,  if he
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the Company,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.
The Agreements further provide that  indemnification  may be made by the Company
upon a determination that  indemnification of a director or officer is proper in
the  circumstances  because  he has  met  the  applicable  standard  of  conduct
contained  the  Agreement by (i) the board of directors by a majority  vote of a



<PAGE>



quorum consisting of the directors who were not parties to such action,  suit or
proceeding,  or (ii) if such quorum is not obtainable,  or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (iii) by the shareholders.

         The Company has a one million dollar ($1,000,000) Letter of Credit from
Bay Bank,  N.A.,  to fund an  indemnification  trust to  support  the  Company's
obligation under the Agreements.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.

Item 8.  EXHIBITS.

         (5)  Opinion of Baker & McKenzie as to the  legality of the  securities
         registered hereunder, such opinion also containing the consent of Baker
         & McKenzie.

         (24)     Consent of Independent Accountants.

         (25)     Power of Attorney (contained on the signature page hereof).

Item 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  1.  To file during any period in which  offers or sales are
being made,  a  post-effective  amendment to this registration statement:

                           (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To  reflect  in the  prospectus  any 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;



<PAGE>



         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

         2.  That,  for the  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) 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 in the initial bona fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  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 Act and will
be governed by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8,  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Westfield, and Commonwealth of Massachusetts, on
the 20th day of June, 1996.

                                                 MESTEK, INC.



                                                 By: /s/ Stephen M. Shea
                                                         Stephen M. Shea
                                                         Senior Vice President-
                                                         Finance and
                                                         Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Stephen M. Shea and John E. Reed and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any an all  capacities,  to sign  any and all  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  attorneys-in-fact  and  agents  full  power and  authority  to do and
perform each and every act and thing requisite and necessary to be done in about
the  premises,  as fully to all intents and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents  or their  substitutes,  may  lawfully  do or cause to be done by  virtue
hereof.



<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement has been signed by the following  persons as of the 20th
day of June, 1996 and in the capacities indicated.


Signature                                         Title

                                                  Chairman of the Board of
                                                  Directors, President and
/s/ John E. Reed                                  Chief Executive Officer
    John E. Reed                                  (Principal Executive Officer)


/s/ Stephen M. Shea                               Senior Vice President-Finance
    Stephen M. Shea                               Chief Financial Officer
                                                  (Principal Accounting Officer)


/s/ A. Warne Boyce                                Director
    A. Warne Boyce

/s/ E. Herbert Burk
    E. Herbert Burk                               Director


/s/ William J. Coad
    William J. Coad                               Director



/s/ Winston R. Hindle, Jr.                        Director
    Winston R. Hindle, Jr.

/s/ David W. Hunter
    David W. Hunter                               Director


/s/ David R. Macdonald
    David R. Macdonald                            Director

/s/ Stewart B. Reed
    Stewart B. Reed                               Director



<PAGE>



                                  EXHIBIT INDEX


         (5)  Opinion of Baker & McKenzie as to the  legality of the  securities
         registered hereunder, such opinion also containing the consent of Baker
         & McKenzie.

         (24)     Consent of Independent Accountants.

         (25)     Power of Attorney (contained on the signature page hereof)
[{"type": "S-8", "sequence": "1", "description": "MESTEK, INC. 1996 STOCK OPTION PLAN", "secsgml_size_bytes": 16338}]
{"company-data": {"conformed-name": "MESTEK INC", "cik": "0000065195", "assigned-sic": "3585", "irs-number": "250661650", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06429", "film-number": "96583566"}, "business-address": {"street1": "260 N ELM ST", "city": "WESTFIELD", "state": "MA", "zip": "01085", "phone": "4135689571"}, "former-company": {"former-conformed-name": "MESTA MACHINE CO", "date-changed": "19850123"}}
As filed with the Securities and Exchange Commission on June 20, 1996
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  MESTEK, INC.
             (Exact name of registrant as specified in its charter)

    Pennsylvania                                          25-0661650
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation of organization)                     Identification No.)

                              260 North Elm Street
                         Westfield, Massachusetts 01085
                                  413/568-9571
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                       MESTEK, INC. 1996 STOCK OPTION PLAN
                            (Full title of the Plan)

                                 R. Bruce Dewey
                                    Secretary
                              260 North Elm Street
                         Westfield, Massachusetts 01085
                                  413/568-9571
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             Daniel L. Goelzer, Esq.
                        Baker & McKenzie 815 Connecticut
                                  Avenue, N.W.
                             Washington, D.C. 20006
                                 (202) 452-7000
Page 1 of 9
                         CALCULATION OF REGISTRATION FEE

                                   Proposed       Proposed
Title of                           Maximum        Maximum
Securities          Amount to      Offering       Aggregate          Amount
to be               be Regis-      Price Per      Offering         Registra-
Registered          tered            Unit           Price           tion Fee

Common              90,000          $13.75        $1,237,500       $  426.72
Stock, without     410,000          $14.00(1)     $5,740,000(1)    $1,979.31
                                                                    --------
Par Value                                                          $2,406.03

(1) Pursuant to Rules  457(h)(1) and 457(c) under the Securities Act of 1933, as
amended,  the proposed maximum offering price per share and the proposed maximum
aggregate offering price for 410,000 shares are estimated solely for purposes of
calculating the  registration fee and are based upon the average of the high and
low prices of the Common Stock of the  Registrant on the New York Stock Exchange
on June 13, 1996.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Mestek, Inc. (the "Company" or "Registrant") hereby incorporates by 
reference the following documents:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's document referred to in (a) above; and

         (c) the description of the  Registrant's  stock,  without par value per
share (the "Common Stock") contained in any registration  statement filed by the
Company  under  Section  12 of the  Securities  Exchange  Act of  1934,  and any
amendment or report filed with the  Commission  for the purpose of updating such
description of common stock.

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in the  registration  statement and to
be part  thereof  from the  date of  filing  of such  documents.  Any  statement
contained herein or in a document,  all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  in any  subsequently  filed  document  which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.
Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VII,  Section 7.1, of the Company's  By-Laws  provides that the
Company  shall  indemnify  its  directors,  officers,  employees  or agents from
liabilities  and expenses  incurred by reason of the fact that such person is or
was a director,  officer,  employee or agent if such person  acted in good faith
and in a manner  reasonably  believed  to be in,  or not  opposed  to,  the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe that such person's  conduct was
unlawful.  Section 7.3 further provides that  indemnification  under the By-Laws
shall only be made upon a  determination  that  indemnification  of a  director,
officer,  employee or agent is proper in the  circumstances  because such person
has met the applicable  standard of conduct  contained in Section 7.1 of Article
VII by (i) the board of directors by a majority  vote of a quorum  consisting of
the directors who were not parties to such action,  suit or proceeding,  or (ii)
if  such  quorum  is  not  obtainable,  or,  even  if  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion,  or (iii) by the stockholders.  Section 7.6 also authorizes the Company
to purchase and maintain liability insurance on behalf of any director, officer,
employee or agent against any liability asserted against such person or incurred
by such person in any such capacity, or arising out of his status as such.

         The Company has entered into Indemnification  Agreements ("Agreements")
with its officers and  directors.  These  Agreements  provide that directors and
officers will be  indemnified  against  expenses  (including  attorney's  fees),
judgments,  fines  and  amounts  paid in  settlements  actually  and  reasonably
incurred by reason of the fact that he is or was a director  or  officer,  if he
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the Company,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.
The Agreements further provide that  indemnification  may be made by the Company
upon a determination that  indemnification of a director or officer is proper in
the  circumstances  because  he has  met  the  applicable  standard  of  conduct
contained  the  Agreement by (i) the board of directors by a majority  vote of a
quorum consisting of the directors who were not parties to such action,  suit or
proceeding,  or (ii) if such quorum is not obtainable,  or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (iii) by the shareholders.

         The Company has a one million dollar ($1,000,000) Letter of Credit from
Bay Bank,  N.A.,  to fund an  indemnification  trust to  support  the  Company's
obligation under the Agreements.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.

Item 8.  EXHIBITS.

         (5)  Opinion of Baker & McKenzie as to the  legality of the  securities
         registered hereunder, such opinion also containing the consent of Baker
         & McKenzie.

         (24)     Consent of Independent Accountants.

         (25)     Power of Attorney (contained on the signature page hereof).

Item 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  1.  To file during any period in which  offers or sales are
being made,  a  post-effective  amendment to this registration statement:

                           (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To  reflect  in the  prospectus  any 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  registration  statement  is on  Form  S-3 or  Form  S-8  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

         2.  That,  for the  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) 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 in the initial bona fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8,  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Westfield, and Commonwealth of Massachusetts, on
the 20th day of June, 1996.

                                                 MESTEK, INC.

                                                 By: /s/ Stephen M. Shea
                                                         Stephen M. Shea
                                                         Senior Vice President-
                                                         Finance and
                                                         Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Stephen M. Shea and John E. Reed and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any an all  capacities,  to sign  any and all  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  attorneys-in-fact  and  agents  full  power and  authority  to do and
perform each and every act and thing requisite and necessary to be done in about
the  premises,  as fully to all intents and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents  or their  substitutes,  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 as of the 20th
day of June, 1996 and in the capacities indicated.

Signature                                         Title

                                                  Chairman of the Board of
                                                  Directors, President and
/s/ John E. Reed                                  Chief Executive Officer
    John E. Reed                                  (Principal Executive Officer)

/s/ Stephen M. Shea                               Senior Vice President-Finance
    Stephen M. Shea                               Chief Financial Officer
                                                  (Principal Accounting Officer)

/s/ A. Warne Boyce                                Director
    A. Warne Boyce

/s/ E. Herbert Burk
    E. Herbert Burk                               Director

/s/ William J. Coad
    William J. Coad                               Director

/s/ Winston R. Hindle, Jr.                        Director
    Winston R. Hindle, Jr.

/s/ David W. Hunter
    David W. Hunter                               Director

/s/ David R. Macdonald
    David R. Macdonald                            Director

/s/ Stewart B. Reed
    Stewart B. Reed                               Director
EXHIBIT INDEX

         (5)  Opinion of Baker & McKenzie as to the  legality of the  securities
         registered hereunder, such opinion also containing the consent of Baker
         & McKenzie.

         (24)     Consent of Independent Accountants.

         (25)     Power of Attorney (contained on the signature page hereof)