Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.

                            FORM S-8

                     REGISTRATION STATEMENT

                              under

                   THE SECURITIES ACT OF 1933


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


          Delaware                                  11-1893410
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

100 Jericho Quadrangle, Jericho, New York             11753
(Address of principal executive offices)            (Zip Code)

INSTRUMENT SYSTEMS CORPORATION OUTSIDE DIRECTOR STOCK AWARD PLAN
                    (Full Title of the Plan)

                   ROBERT BALEMIAN, PRESIDENT
                 INSTRUMENT SYSTEMS CORPORATION
                     100 Jericho Quadrangle
                      Jericho, New York  11753
             (Name and address of agent for service)

                         (516)  938-5544
  (Telephone number, including area code, of agent for service)


                     CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
                        Amount           Offering     Aggregate     Amount of
Title of Securities     To Be            Price Per    Offering    Registration
 To be Registered       Registered       Share (1)    Price (1)        Fee
- -------------------     ----------       ---------    ---------   ------------
Common Stock, par
value $.25 per
share                 300,000 shs.(2)      $9.25      $2,775,000       $957


(1)  Estimated solely for the purpose of calculating the
registration fee, based upon the average of the high and low
closing sales prices of the Company's Common Stock on the New York
Stock Exchange on February 16, 1994.
(2)  The Registration Statement also covers an indeterminate number
of additional shares of Common Stock which may become issuable
pursuant to anti-dilution and adjustment provisions of the Plan.
<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c)
below:

     (a)  The Registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of
          1934, or either (I) the latest prospectus filed pursuant
          to Rule 424(b) under the Securities Act of 1933 that
          contains audited financial statements for the
          Registrant's latest fiscal year for which such statements
          have been filed or (II) the Registrant's effective
          registration statement on Form 10 filed under the
          Securities Exchange Act of 1934 containing audited
          financial statements for the Registrant's latest fiscal
          year;

     (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;

     (c)  The description of the class of securities to be offered
          which is contained in a registration statement filed
          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 subsequently filed by the Registrant pursuant to
Sections 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 such securities then remaining unsold, 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.

<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.

     Under provisions of the Certificate of Incorporation and
By-Laws of Registrant, each person who is or was a director or
officer of Registrant shall be indemnified by Registrant as of
right to the full extent permitted or authorized by the General
Corporation Law of Delaware.

     Under such law, to the extent that such person is successful
on the merits of defense of a suit or proceeding brought against
him by reason of the fact that he is a director or officer of
Registrant, he shall be indemnified against expenses (including
attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under
such law against both (1) expenses (including attorneys' fees) and
(2) judgments, fines and amounts paid in settlement if he acted in
good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of Registrant, and with respect to
any criminal action, had no reasonable cause to believe his conduct
was unlawful.

     If unsuccessful in defense of a suit brought by or in the
right of Registrant, or if such suit is settled, such a person
shall be indemnified under such law only against expenses
(including attorneys' fees) incurred in the defense or settlement
of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests
of Registrant except that if such a person is adjudicated to be
liable in such suit for negligence or misconduct in the performance
of his duty to Registrant, he cannot be made whole even for
expenses unless the court determines that he is fairly and
reasonably entitled to be indemnified for such expenses.

     The Company entered into Indemnification Agreements with each
of its officers and directors.  The Agreements provide for reimbursement
for all direct and indirect costs of any type or nature whatsoever
(including attorneys' fees and related disbursements) actually and
reasonably incurred in connection with either the investigation,
defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee.

     The officers and directors of the Company are covered by
officers' and directors' liability insurance.  The policy coverage
is $20,000,000, which includes reimbursement for costs and fees.
There is a maximum aggregate deductible for each loss under the
policy of $100,000.
<PAGE>
Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4    Instrument Systems Corporation Outside Director Stock
          Award Plan

     5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman,
          P.C.

     23.1 Consent of Blau, Kramer, Wactlar, & Lieberman, P.C. -
          included in their opinion filed as Exhibit 5.

     23.2 Consent of Arthur Andersen & Co.

     24   Power of Attorney

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment 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;
<PAGE>
          (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 Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by
          reference in the Registration Statement.

     (2)  That, for the purposes 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 the time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the 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
<PAGE>
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 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 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 Jericho,
New York on the 8th day of February, 1994.

                                    INSTRUMENT SYSTEMS CORPORATION


                                    By:  Harvey R. Blau
                                         ---------------------
                                         Harvey R. Blau
                                         Chairman of the Board


                        POWER OF ATTORNEY

            Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed on
February 8, 1994 by the following persons in the capacities
indicated.  Each person whose signature appears below constitutes
and appoints Harvey R. Blau and Robert Balemian, and each of them
acting individually, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and
things in our name and on our behalf in our capacities indicated
below which they or either of them may deem necessary or advisable
to enable Instrument Systems Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with this Registration Statement including specifically,
but not limited to, power and authority to sign for us or any of us
in our names in the capacities stated below, any and all amendments
(including post-effective amendments) thereto, 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 such connection, as fully to all intents and purposes as we
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
<PAGE>

            Signature                      Title
            ---------                      -----

Harvey R. Blau                      Chairman of the Board
- -----------------------             (Principal Executive
Harvey R. Blau                      Officer)


Robert Balemian                     President and Director
- -----------------------             (Principal Operating and
Robert Balemian                     Financial Officer)

Patrick Alesia                      Vice President and Treasurer
- -----------------------             (Chief Accounting Officer)
Patrick Alesia


- -----------------------             Director
Bertrand Bell

Robert Bradley                      Director
- -----------------------
Robert Bradley

Abraham M. Buchman                  Director
- -----------------------
Abraham M. Buchman


- -----------------------             Director
Clarence A. Hill, Jr.

Ronald J. Kramer                    Director
- -----------------------
Ronald J. Kramer


- -----------------------             Director
Milton Paulson

James W. Stansberry                 Director
- -----------------------
James W. Stansberry

Martin S. Sussman                   Director
- -----------------------
Martin S. Sussman

William H. Waldorf                  Director
- -----------------------
William H. Waldorf

Lester L. Wolff                     Director
- -----------------------
Lester L. Wolff



<PAGE>
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549





                 INSTRUMENT SYSTEMS CORPORATION





                 Form S-8 Registration Statement






                    E X H I B I T  I N D E X






                                            Page No. in Sequential
Exhibit                                     Numbering of all Pages,
Number        Exhibit Description           including Exhibit Pages
- -------       -------------------           -----------------------

4        Outside Director Stock Award
         Plan.............................

5        Opinion and Consent of
         Counsel..........................

23.1     Consent of Counsel...............    See Exhibit 5

23.2     Consent of Arthur Andersen & Co.

24       Power of Attorney................    See signature page
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR OUTSIDE DIRECTOR STOCK AWARD PLAN", "secsgml_size_bytes": 15492}]
{"company-data": {"conformed-name": "INSTRUMENT SYSTEMS CORP /DE/", "cik": "0000050725", "assigned-sic": "3442", "irs-number": "111893410", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52319", "film-number": "94510586"}, "business-address": {"street1": "100 JERICHO QUADRANGLE", "city": "JERICHO", "state": "NY", "zip": "11753", "phone": "5169385544"}}
Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.

                            FORM S-8

                     REGISTRATION STATEMENT

                              under

                   THE SECURITIES ACT OF 1933

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

          Delaware                                  11-1893410
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

100 Jericho Quadrangle, Jericho, New York             11753
(Address of principal executive offices)            (Zip Code)

INSTRUMENT SYSTEMS CORPORATION OUTSIDE DIRECTOR STOCK AWARD PLAN
                    (Full Title of the Plan)

                   ROBERT BALEMIAN, PRESIDENT
                 INSTRUMENT SYSTEMS CORPORATION
                     100 Jericho Quadrangle
                      Jericho, New York  11753
             (Name and address of agent for service)

                         (516)  938-5544
  (Telephone number, including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
                        Amount           Offering     Aggregate     Amount of
Title of Securities     To Be            Price Per    Offering    Registration
 To be Registered       Registered       Share (1)    Price (1)        Fee
- -------------------     ----------       ---------    ---------   ------------
Common Stock, par
value $.25 per
share                 300,000 shs.(2)      $9.25      $2,775,000       $957

(1)  Estimated solely for the purpose of calculating the
registration fee, based upon the average of the high and low
closing sales prices of the Company's Common Stock on the New York
Stock Exchange on February 16, 1994.
(2)  The Registration Statement also covers an indeterminate number
of additional shares of Common Stock which may become issuable
pursuant to anti-dilution and adjustment provisions of the Plan.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c)
below:

     (a)  The Registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of
          1934, or either (I) the latest prospectus filed pursuant
          to Rule 424(b) under the Securities Act of 1933 that
          contains audited financial statements for the
          Registrant's latest fiscal year for which such statements
          have been filed or (II) the Registrant's effective
          registration statement on Form 10 filed under the
          Securities Exchange Act of 1934 containing audited
          financial statements for the Registrant's latest fiscal
          year;

     (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;

     (c)  The description of the class of securities to be offered
          which is contained in a registration statement filed
          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 subsequently filed by the Registrant pursuant to
Sections 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 such securities then remaining unsold, 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.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Under provisions of the Certificate of Incorporation and
By-Laws of Registrant, each person who is or was a director or
officer of Registrant shall be indemnified by Registrant as of
right to the full extent permitted or authorized by the General
Corporation Law of Delaware.

     Under such law, to the extent that such person is successful
on the merits of defense of a suit or proceeding brought against
him by reason of the fact that he is a director or officer of
Registrant, he shall be indemnified against expenses (including
attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under
such law against both (1) expenses (including attorneys' fees) and
(2) judgments, fines and amounts paid in settlement if he acted in
good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of Registrant, and with respect to
any criminal action, had no reasonable cause to believe his conduct
was unlawful.

     If unsuccessful in defense of a suit brought by or in the
right of Registrant, or if such suit is settled, such a person
shall be indemnified under such law only against expenses
(including attorneys' fees) incurred in the defense or settlement
of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests
of Registrant except that if such a person is adjudicated to be
liable in such suit for negligence or misconduct in the performance
of his duty to Registrant, he cannot be made whole even for
expenses unless the court determines that he is fairly and
reasonably entitled to be indemnified for such expenses.

     The Company entered into Indemnification Agreements with each
of its officers and directors.  The Agreements provide for reimbursement
for all direct and indirect costs of any type or nature whatsoever
(including attorneys' fees and related disbursements) actually and
reasonably incurred in connection with either the investigation,
defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee.

     The officers and directors of the Company are covered by
officers' and directors' liability insurance.  The policy coverage
is $20,000,000, which includes reimbursement for costs and fees.
There is a maximum aggregate deductible for each loss under the
policy of $100,000.
Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4    Instrument Systems Corporation Outside Director Stock
          Award Plan

     5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman,
          P.C.

     23.1 Consent of Blau, Kramer, Wactlar, & Lieberman, P.C. -
          included in their opinion filed as Exhibit 5.

     23.2 Consent of Arthur Andersen & Co.

     24   Power of Attorney

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment 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 Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by
          reference in the Registration Statement.

     (2)  That, for the purposes 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 the time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the 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 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 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 Jericho,
New York on the 8th day of February, 1994.

                                    INSTRUMENT SYSTEMS CORPORATION

                                    By:  Harvey R. Blau
                                         ---------------------
                                         Harvey R. Blau
                                         Chairman of the Board

                        POWER OF ATTORNEY

            Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed on
February 8, 1994 by the following persons in the capacities
indicated.  Each person whose signature appears below constitutes
and appoints Harvey R. Blau and Robert Balemian, and each of them
acting individually, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and
things in our name and on our behalf in our capacities indicated
below which they or either of them may deem necessary or advisable
to enable Instrument Systems Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with this Registration Statement including specifically,
but not limited to, power and authority to sign for us or any of us
in our names in the capacities stated below, any and all amendments
(including post-effective amendments) thereto, 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 such connection, as fully to all intents and purposes as we
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
Signature                      Title
            ---------                      -----

Harvey R. Blau                      Chairman of the Board
- -----------------------             (Principal Executive
Harvey R. Blau                      Officer)

Robert Balemian                     President and Director
- -----------------------             (Principal Operating and
Robert Balemian                     Financial Officer)

Patrick Alesia                      Vice President and Treasurer
- -----------------------             (Chief Accounting Officer)
Patrick Alesia

- -----------------------             Director
Bertrand Bell

Robert Bradley                      Director
- -----------------------
Robert Bradley

Abraham M. Buchman                  Director
- -----------------------
Abraham M. Buchman

- -----------------------             Director
Clarence A. Hill, Jr.

Ronald J. Kramer                    Director
- -----------------------
Ronald J. Kramer

- -----------------------             Director
Milton Paulson

James W. Stansberry                 Director
- -----------------------
James W. Stansberry

Martin S. Sussman                   Director
- -----------------------
Martin S. Sussman

William H. Waldorf                  Director
- -----------------------
William H. Waldorf

Lester L. Wolff                     Director
- -----------------------
Lester L. Wolff
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                 INSTRUMENT SYSTEMS CORPORATION

                 Form S-8 Registration Statement

                    E X H I B I T  I N D E X

                                            Page No. in Sequential
Exhibit                                     Numbering of all Pages,
Number        Exhibit Description           including Exhibit Pages
- -------       -------------------           -----------------------

4        Outside Director Stock Award
         Plan.............................

5        Opinion and Consent of
         Counsel..........................

23.1     Consent of Counsel...............    See Exhibit 5

23.2     Consent of Arthur Andersen & Co.

24       Power of Attorney................    See signature page