<PAGE>

    As filed with the Securities and Exchange Commission on April 16, 1997
                                                          Registration No. 333-

===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  ----------
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                  ----------
                                       
                         ADC TELECOMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)
                                       
               Minnesota                          41-0743912
      (State or other jurisdiction             (I.R.S. Employer
   of incorporation or organization)         Identification No.)

         12501 Whitewater Drive
         Minnetonka, Minnesota                      55343
(Address of Principal Executive Offices)          (Zip Code)

                          OPTION CONVERSION AGREEMENT
                           (Full title of the plan)
                                       
                                  Copies to:
         David F. Fisher, Esq.            Robert A. Rosenbaum, Esq.
        Vice President, General              Dorsey & Whitney LLP
    Counsel and Corporate Secretary         Pillsbury Center South
      ADC Telecommunications, Inc.          220 South Sixth Street
         12501 Whitewater Drive         Minneapolis, Minnesota  55402
      Minnetonka, Minnesota  55343              (612) 340-5681
             (612) 938-8080
     (Name, address, and telephone
      number of agent for service)

  Approximate date of commencement of proposed sale to the public:  from time
       to time after the effective date of this Registration Statement.
                                       
                        CALCULATION OF REGISTRATION FEE
===============================================================================
 Title of securities            Proposed maximum  Proposed maximum   Amount of
       to be      Amount to be  offering price  aggregate offering registration
     registered    registered    per share (1)     price (1)         fee (1)
-------------------------------------------------------------------------------
    Common Stock      18,510         $1.49           $27,580          $8.36
  ($.20 par value)
===============================================================================

(1)This Registration Statement covers the maximum number of shares of the
   Registrant's Common Stock issuable pursuant to an employee stock option
   plan.  The price per share and aggregate offering price amounts have been
   determined in accordance with Rule 457(h) under the Securities Act of 1933,
   as amended (the "Act"), based upon the per share price at which the options
   may be exercised.

===============================================================================

<PAGE>

                                    PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents of ADC Telecommunications, Inc. (the "ADC or
the "Company") which have been filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:

          (a)  the Company's Annual Report on Form 10-K for the year ended
     October 31, 1996;

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter
     ended January 31, 1997; and

          (c)  the description of ADC's Common Stock and Common Stock Purchase
     Rights contained in any Registration Statement of the Company filed under
     the Exchange Act and any amendment or report filed for the purpose of
     updating such description.

          All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered pursuant to this Registration Statement have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the respective dates of filing of such documents.  Any
statement contained herein or in a document all or part 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 herein or 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

          Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best
interests of the corporation in the case of acts or omissions in such person's
official capacity for the corporation or reasonably believed that the conduct
was not opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated
organizations. Article IX of the Composite Restated Bylaws of ADC provides that
ADC shall indemnify officers and directors to the extent permitted by Section
302A.521 as now enacted or hereafter amended.

                                     II-1

<PAGE>

          ADC also maintains an insurance policy or policies to assist in
funding indemnification of directors and officers for certain liabilities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

Exhibit
Number    Description
------    -----------

  4.1     Restated Articles of Incorporation of the Company, as amended to date
          (incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-3, dated April 15, 1997).

  4.2     Restated Bylaws of the Company, as amended to date (incorporated by
          reference to Exhibit 4.2 to the Company's Registration Statement on
          Form S-3, dated April 15, 1997).

  5.1     Opinion of Dorsey & Whitney LLP.

  23.1    Consent of Arthur Andersen LLP, independent public accountants.

  23.2    Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

  24.1    Power of Attorney.

ITEM 9.   UNDERTAKINGS

     A.   Post-Effective Amendments

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

              (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change in the information set forth in
          the registration statement;

                                     II-2

<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.   Subsequent Documents Incorporated by Reference

          The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.   Claims for Indemnification

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                     II-3

<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 Minnetonka, State of Minnesota, on April 16, 1997.

                              ADC TELECOMMUNICATIONS, INC.


                              By   /s/  William J. Cadogan
                                 ------------------------------------
                                 William J. Cadogan
                                 Chairman of the Board, President,
                                 Chief Executive Officer and
                                 Chief Operating Officer

     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.

By   /s/  William J. Cadogan                      Dated:  April 16, 1997
   --------------------------------------
   William J. Cadogan
   Chairman of the Board, President,
   Chief Executive Officer and
   Chief Operating Officer
   (principal executive officer)


By   /s/  Robert E. Switz                         Dated:  April 16, 1997
   --------------------------------------
   Robert E. Switz
   Vice President, Chief Financial Officer
   (principal financial officer)


By   /s/  Charles T. Roehrick                     Dated:  April 16, 1997
   --------------------------------------
   Charles T. Roehrick
   Vice President and Controller
   (principal accounting officer)


By             *                                  Dated:  April 16, 1997
   --------------------------------------
   James C. Castle, Ph.D.
   Director


By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Thomas E. Holloran
   Director


By             *                                  Dated:  April 16, 1997
   --------------------------------------
   B. Kristine Johnson
   Director

                                     II-4

<PAGE>

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Charles W. Oswald
   Director


By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Irene M. Qualters
   Director


By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Alan E. Ross
   Director


By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Jean-Pierre Rosso
   Director


By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Donald M. Sullivan
   Director


By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Warde F. Wheaton
   Director


By             *                                  Dated:  April 16, 1997
   --------------------------------------
   John D. Wunsch
   Director


*By    /s/ Robert E. Switz
   --------------------------------------
   Robert E. Switz
   As Attorney-In-Fact

                                     II-5

<PAGE>

                                 EXHIBIT INDEX


Exhibit Number Description                                               Page
-------------- -----------                                               ----

   4.1         Restated Articles of Incorporation of the Company, as
               amended to date (incorporated by reference to Exhibit
               4.1 to the Company's Registration Statement on Form S-3,
               dated April 15, 1997)

   4.2         Restated Bylaws of the Company, as amended to date
               (incorporated by reference to Exhibit 4.2 to the Company's
               Registration Statement on Form S-3, dated April 15, 1997).

   5.1         Opinion of Dorsey & Whitney LLP ...........................

   23.1        Consent of Arthur Andersen LLP ............................

   23.2        Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

   24.1        Power of Attorney .........................................
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17030}]
{"company-data": {"conformed-name": "ADC TELECOMMUNICATIONS INC", "cik": "0000061478", "assigned-sic": "3661", "irs-number": "410743912", "state-of-incorporation": "MN", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25311", "film-number": "97582399"}, "business-address": {"street1": "12501 WHITEWATER DR", "city": "MINNETONKA", "state": "MN", "zip": "55343", "phone": "6129388080"}, "mail-address": {"street1": "4900 W 78TH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55435"}, "former-company": {"former-conformed-name": "MAGNETIC CONTROLS CO", "date-changed": "19850605"}}
As filed with the Securities and Exchange Commission on April 16, 1997
                                                          Registration No. 333-

===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  ----------
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                  ----------
                                       
                         ADC TELECOMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)
                                       
               Minnesota                          41-0743912
      (State or other jurisdiction             (I.R.S. Employer
   of incorporation or organization)         Identification No.)

         12501 Whitewater Drive
         Minnetonka, Minnesota                      55343
(Address of Principal Executive Offices)          (Zip Code)

                          OPTION CONVERSION AGREEMENT
                           (Full title of the plan)
                                       
                                  Copies to:
         David F. Fisher, Esq.            Robert A. Rosenbaum, Esq.
        Vice President, General              Dorsey & Whitney LLP
    Counsel and Corporate Secretary         Pillsbury Center South
      ADC Telecommunications, Inc.          220 South Sixth Street
         12501 Whitewater Drive         Minneapolis, Minnesota  55402
      Minnetonka, Minnesota  55343              (612) 340-5681
             (612) 938-8080
     (Name, address, and telephone
      number of agent for service)

  Approximate date of commencement of proposed sale to the public:  from time
       to time after the effective date of this Registration Statement.
                                       
                        CALCULATION OF REGISTRATION FEE
===============================================================================
 Title of securities            Proposed maximum  Proposed maximum   Amount of
       to be      Amount to be  offering price  aggregate offering registration
     registered    registered    per share (1)     price (1)         fee (1)
-------------------------------------------------------------------------------
    Common Stock      18,510         $1.49           $27,580          $8.36
  ($.20 par value)
===============================================================================

(1)This Registration Statement covers the maximum number of shares of the
   Registrant's Common Stock issuable pursuant to an employee stock option
   plan.  The price per share and aggregate offering price amounts have been
   determined in accordance with Rule 457(h) under the Securities Act of 1933,
   as amended (the "Act"), based upon the per share price at which the options
   may be exercised.

===============================================================================
PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents of ADC Telecommunications, Inc. (the "ADC or
the "Company") which have been filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:

          (a)  the Company's Annual Report on Form 10-K for the year ended
     October 31, 1996;

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter
     ended January 31, 1997; and

          (c)  the description of ADC's Common Stock and Common Stock Purchase
     Rights contained in any Registration Statement of the Company filed under
     the Exchange Act and any amendment or report filed for the purpose of
     updating such description.

          All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered pursuant to this Registration Statement have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the respective dates of filing of such documents.  Any
statement contained herein or in a document all or part 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 herein or 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

          Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best
interests of the corporation in the case of acts or omissions in such person's
official capacity for the corporation or reasonably believed that the conduct
was not opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated
organizations. Article IX of the Composite Restated Bylaws of ADC provides that
ADC shall indemnify officers and directors to the extent permitted by Section
302A.521 as now enacted or hereafter amended.

                                     II-1
ADC also maintains an insurance policy or policies to assist in
funding indemnification of directors and officers for certain liabilities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

Exhibit
Number    Description
------    -----------

  4.1     Restated Articles of Incorporation of the Company, as amended to date
          (incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-3, dated April 15, 1997).

  4.2     Restated Bylaws of the Company, as amended to date (incorporated by
          reference to Exhibit 4.2 to the Company's Registration Statement on
          Form S-3, dated April 15, 1997).

  5.1     Opinion of Dorsey & Whitney LLP.

  23.1    Consent of Arthur Andersen LLP, independent public accountants.

  23.2    Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

  24.1    Power of Attorney.

ITEM 9.   UNDERTAKINGS

     A.   Post-Effective Amendments

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

              (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change in the information set forth in
          the registration statement;

                                     II-2
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.   Subsequent Documents Incorporated by Reference

          The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.   Claims for Indemnification

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                     II-3
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 Minnetonka, State of Minnesota, on April 16, 1997.

                              ADC TELECOMMUNICATIONS, INC.

                              By   /s/  William J. Cadogan
                                 ------------------------------------
                                 William J. Cadogan
                                 Chairman of the Board, President,
                                 Chief Executive Officer and
                                 Chief Operating Officer

     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.

By   /s/  William J. Cadogan                      Dated:  April 16, 1997
   --------------------------------------
   William J. Cadogan
   Chairman of the Board, President,
   Chief Executive Officer and
   Chief Operating Officer
   (principal executive officer)

By   /s/  Robert E. Switz                         Dated:  April 16, 1997
   --------------------------------------
   Robert E. Switz
   Vice President, Chief Financial Officer
   (principal financial officer)

By   /s/  Charles T. Roehrick                     Dated:  April 16, 1997
   --------------------------------------
   Charles T. Roehrick
   Vice President and Controller
   (principal accounting officer)

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   James C. Castle, Ph.D.
   Director

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Thomas E. Holloran
   Director

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   B. Kristine Johnson
   Director

                                     II-4
By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Charles W. Oswald
   Director

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Irene M. Qualters
   Director

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Alan E. Ross
   Director

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Jean-Pierre Rosso
   Director

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Donald M. Sullivan
   Director

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   Warde F. Wheaton
   Director

By             *                                  Dated:  April 16, 1997
   --------------------------------------
   John D. Wunsch
   Director

*By    /s/ Robert E. Switz
   --------------------------------------
   Robert E. Switz
   As Attorney-In-Fact

                                     II-5
EXHIBIT INDEX

Exhibit Number Description                                               Page
-------------- -----------                                               ----

   4.1         Restated Articles of Incorporation of the Company, as
               amended to date (incorporated by reference to Exhibit
               4.1 to the Company's Registration Statement on Form S-3,
               dated April 15, 1997)

   4.2         Restated Bylaws of the Company, as amended to date
               (incorporated by reference to Exhibit 4.2 to the Company's
               Registration Statement on Form S-3, dated April 15, 1997).

   5.1         Opinion of Dorsey & Whitney LLP ...........................

   23.1        Consent of Arthur Andersen LLP ............................

   23.2        Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

   24.1        Power of Attorney .........................................