As filed with the Securities and Exchange Commission on 
                                 May 15, 1996  
                                               Registration No. 333-_______ 
                                                                   
                          
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                             _________________
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933
                           _____________________
                     St. Joseph Light & Power Company
          (Exact name of registrant as specified in its charter)

          Missouri                        44-0419850
State or other jurisdiction of     I.R.S. Employer IdentificationNo.) 
ncorporation or organization)

      520 Francis Street                            64502
     St. Joseph, Missouri                         (Zip Code)
(Address of principal executive offices)

                     St. Joseph Light & Power Company
                      Long-Term Stock Incentive Plan
                        for Non-Employee Directors
                         (Full title of the plan)

                                    
                                  Gary
                                   L. 
                                  Myers
                                    
                                    
              Vice President-General Counsel and Secretary
                                    
                    St. Joseph Light & Power Company
                           520 Francis Street
                       St. Joseph, Missouri 64502
                             (816) 233-8888
                 (Name, address, and telephone number, 
                including area code, of agent for service)

                                Copy to:
                              Jim L. Kaput
                             Sidley & Austin
                        One First National Plaza
                         Chicago, Illinois 60603
                              (312) 853-7000
<PAGE>
                       ____________________________

                      CALCULATION OF REGISTRATION FEE




                                Proposed     Propsed       
   Title of        Amount       maximum      maximum 
Securities to be   to be        offering    aggregate    Amount of
   registered    registered     price per   offering    registration 
                                 share        price         fee   


Common Stock,     150,000     $30.1875(2)  $4,528,125(2)    $1562 
no par value     shares (1)


Common Stock
Purchase Rights     (3)          (3)          (3)           (3)



(1)  This registration statement also covers an indeterminate number of
     shares as may become issuable because of the provisions of the Plan
     relating to adjustments for changes resulting from stock dividends,
     stock splits and similar changes.

(2)  Estimated solely for the purpose of calculating the registration fee
     and, pursuant to Rule 457(h) under the Securities Act of 1933, based
     upon the average of the high and low sale price of the Common Stock
     of the Registrant on the New York Stock Exchange on May 9, 1996. 

(3)  Common Stock Purchase Rights are initially carried and traded with
     the Common Stock of the Registrant.  Value attributable to such
     rights, if any, is reflected in the market price of the Common Stock.
     
                                                          
                
                                                                           
                                  PART II
                        INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

            The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by St. Joseph Light & Power
Company (the "Company") are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

         (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1995; 

         (c) The description of the Common Stock, no par value, of the
Company which is contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description; and

         (d)  The description of the Common Stock Purchase Rights of the
Company contained in a registration statement filed on November 25, 1986
under Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.


         All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that
all securities offered hereby 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. 

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 351.355 of the General and Business Corporation Law of
the State of Missouri provides that corporations organized thereunder
have the power to indemnify directors, officers, employees and agents
against liability under certain circumstances.  As permitted by the
Missouri General and Business Corporation Law, the Restated Articles
of Incorporation of the Company provide that each person who is or was
a director, officer or employee of the Company, and each person who
serves or served at the request of the Company as a director, officer,
employee or agent of another enterprise, shall be indemnified by the
Company in accordance with, and to the fullest extent permitted by,
the Missouri General and Business Corporation Law and other applicable
laws, as in effect from time to time. 


         The Company carries Directors' and Officers' Liability Insurance
which provides coverages for the Company and its directors and officers,
individually and collectively.  This insurance covers wrongful acts
generally involving allegations of breach of duty, neglect, error,
misstatement or misleading statements by a director or officer in their
capacity as such or claimed against them solely by reason of their being
directors or officers.

         The Company has also entered into an indemnification agreement
with each director and officer. These agreements state generally that
each director and officer will be indemnified by the Company to the
fullest extent allowed by Missouri law, that the indemnity will continue
beyond the term of the director or officer's tenure in office as long as
the indemnity is reasonably necessary and that the Company will endeavor
to carry directors and officers' liability insurance.  


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item
 8. Exhibits.



Exhibit
  No.                                  Description

4(a)                    Restated Articles of Incorporation of the Company
                        (incorporated by reference to page 16 of the
                        Company's Annual Report on Form 10-K for the
                        year ended December 31, 1987, File No. 1-3576).
                        
4(b)                    By-laws of the Company, as amended on January 16,
                        1991 (incorporated by reference to page 17 of the
                        Company's Annual Report on Form 10-K for the year
                        ended December 31, 1990, File No. 1-3576).
                      
4(c)                    Rights Agreement dated as of November 19, 1986
                        between the Company and Harris Trust and Savings
                        Bank, as Rights Agent (incorporated by reference
                        to Exhibit 1 of the Company's Current Report on
                        Form 8-K dated November 24, 1986, File No. 1-3576).
 
5                       Opinion of Gary L. Myers, Esq.
23(a)                   Consent of Arthur Andersen LLP.
23(b)                   Consent of Gary L. Myers, Esq. (contained
                        in Exhibit 5 hereto).
24                      Powers of Attorney (included on signature page).



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 the registration
              statement;

          (i) To include any prospectus required by Section 10(a)(3) of
              the Securities Act of 1933, as amended (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.  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) if, in the aggregate,
                   the changes in volume and price represent no more than
                   a 20 percent change in the maximum aggregate offering
                   price set forth in the "Calculation of Registration Fee"
                   table in the effective 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
                    with or furnished to the Commission by the registrant
                    pursuant to Section 13 or Section 15(d) of the
                    Exchange Act 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
               remained 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 Exchange
               Act (and, where applicable, each filing of an employee
               benefit plan's annual report pursuant to Section 15(d) of
               the Exchange Act) that is incorporated by reference in the
               registration statement shall be deemed to be a new
               registration statement relating to the securities offered
               therein, and the offering of such securities at that time
               shall be deemed to be the initial bona fide offering thereof.

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


          The Registrant.  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 St. Joseph,
State of Missouri on this 15th day of May, 1996.


                              St. Joseph Light & Power Company


                              By:  /s/ Terry F. Steinbecker              
                                       Terry F. Steinbecker   
                                       President and Chief
                                       Executive Officer 


                    POWER OF ATTORNEY AND SIGNATURES

          Each person whose signature appears below constitutes and
appoints Terry F. Steinbecker and Gary L. Myers, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and 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 such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying all that such attorneys-in-fact and
agents, or any of them or their or his substitute or 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 in the
capacities and on the dates indicated.


    Signature                  Title(s)                         Date

/s/ Terry F. Steinbecker   President, Chief Executive      5/15/96
    Terry F. Steinbecker   Officer and Director
                           (Principal Executive Officer)

/s/ Larry J. Stoll          Vice President-Finance,        5/15/96  
    Larry J. Stoll          Treasurer and Assistant
                            Secretary (Principal Financial
                            Officer and Principal
                            Accounting Officer)

/s/ John P. Barclay, Jr.        Director                   5/15/96
    John P. Barclay, Jr.


/s/ Daniel A. Burkhardt         Director                   5/15/96
    Daniel A. Burkhardt

/s/ Richard M. Burridge         Director                   5/15/96
    Richard M. Burridge

/s/ James P. Carolus            Director                   5/15/96
    James P. Carolus

/s/ William J. Gremp            Director                   5/15/96
    William J. Gremp

/s/ David W. Shinneman          Director                   5/15/96
    David W. Shinneman

/s/ Robert L. Simpson           Director                   5/15/96
    Robert L. Simpson

/s/ Gerald R. Sprong            Director                   5/15/96
    Gerald R. Sprong




<PAGE>
                                 EXHIBIT INDEX

Exhibit                                                         
Number                 Description of Exhibit                    

4(a)          Restated Articles of Incorporation of the Company
              (incorporated by reference to page 16 of the Company's
              Annual Report on Form 10-K for the year ended
              December 31, 1987, File No. 1-3576).

4(b)          By-laws of the Company, as amended on January 16, 1991
              (incorporated by reference to page 17 of the Company's Annual
              Report on Form 10-K for the year ended December 31, 1990,
              File No. 1-3576).

4(c)          Rights Agreement dated as of November 19, 1986 between the
              Company and Harris Trust and Savings Bank, as Rights Agent
              (incorporated by reference to Exhibit 1 of the Company's
              Current Report on Form 8-K dated November 24, 1986, File No.
              1-3576).

5*            Opinion of Gary L. Myers, Esq.

23(a)*        Consent of Arthur Andersen LLP.

23(b)*        Consent of Gary L. Myers, Esq. (contained in Exhibit 5 hereto).

24*           Powers of Attorney (included on signature page).


________________________
*Filed herewith
<PAGE>
S-8   May 16, 1996 (8:9a)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18893}]
{"company-data": {"conformed-name": "ST JOSEPH LIGHT & POWER CO", "cik": "0000086251", "assigned-sic": "4931", "irs-number": "440419850", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03839", "film-number": "96568400"}, "business-address": {"street1": "520 FRANCIS ST", "street2": "PO BOX 998", "city": "ST JOSEPH", "state": "MO", "zip": "64502", "phone": "8162338888"}, "mail-address": {"street1": "520 FRANCIS STREET", "street2": "P O BOX 998", "city": "ST JOSEPH", "state": "MO", "zip": "64502"}}
As filed with the Securities and Exchange Commission on 
                                 May 15, 1996  
                                               Registration No. 333-_______ 
                                                                   
                          
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                             _________________
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933
                           _____________________
                     St. Joseph Light & Power Company
          (Exact name of registrant as specified in its charter)

          Missouri                        44-0419850
State or other jurisdiction of     I.R.S. Employer IdentificationNo.) 
ncorporation or organization)

      520 Francis Street                            64502
     St. Joseph, Missouri                         (Zip Code)
(Address of principal executive offices)

                     St. Joseph Light & Power Company
                      Long-Term Stock Incentive Plan
                        for Non-Employee Directors
                         (Full title of the plan)

                                    
                                  Gary
                                   L. 
                                  Myers
                                    
                                    
              Vice President-General Counsel and Secretary
                                    
                    St. Joseph Light & Power Company
                           520 Francis Street
                       St. Joseph, Missouri 64502
                             (816) 233-8888
                 (Name, address, and telephone number, 
                including area code, of agent for service)

                                Copy to:
                              Jim L. Kaput
                             Sidley & Austin
                        One First National Plaza
                         Chicago, Illinois 60603
                              (312) 853-7000
____________________________

                      CALCULATION OF REGISTRATION FEE

                                Proposed     Propsed       
   Title of        Amount       maximum      maximum 
Securities to be   to be        offering    aggregate    Amount of
   registered    registered     price per   offering    registration 
                                 share        price         fee   

Common Stock,     150,000     $30.1875(2)  $4,528,125(2)    $1562 
no par value     shares (1)

Common Stock
Purchase Rights     (3)          (3)          (3)           (3)

(1)  This registration statement also covers an indeterminate number of
     shares as may become issuable because of the provisions of the Plan
     relating to adjustments for changes resulting from stock dividends,
     stock splits and similar changes.

(2)  Estimated solely for the purpose of calculating the registration fee
     and, pursuant to Rule 457(h) under the Securities Act of 1933, based
     upon the average of the high and low sale price of the Common Stock
     of the Registrant on the New York Stock Exchange on May 9, 1996. 

(3)  Common Stock Purchase Rights are initially carried and traded with
     the Common Stock of the Registrant.  Value attributable to such
     rights, if any, is reflected in the market price of the Common Stock.
     
                                                          
                
                                                                           
                                  PART II
                        INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

            The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by St. Joseph Light & Power
Company (the "Company") are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

         (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1995; 

         (c) The description of the Common Stock, no par value, of the
Company which is contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description; and

         (d)  The description of the Common Stock Purchase Rights of the
Company contained in a registration statement filed on November 25, 1986
under Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

         All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that
all securities offered hereby 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. 

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 351.355 of the General and Business Corporation Law of
the State of Missouri provides that corporations organized thereunder
have the power to indemnify directors, officers, employees and agents
against liability under certain circumstances.  As permitted by the
Missouri General and Business Corporation Law, the Restated Articles
of Incorporation of the Company provide that each person who is or was
a director, officer or employee of the Company, and each person who
serves or served at the request of the Company as a director, officer,
employee or agent of another enterprise, shall be indemnified by the
Company in accordance with, and to the fullest extent permitted by,
the Missouri General and Business Corporation Law and other applicable
laws, as in effect from time to time. 

         The Company carries Directors' and Officers' Liability Insurance
which provides coverages for the Company and its directors and officers,
individually and collectively.  This insurance covers wrongful acts
generally involving allegations of breach of duty, neglect, error,
misstatement or misleading statements by a director or officer in their
capacity as such or claimed against them solely by reason of their being
directors or officers.

         The Company has also entered into an indemnification agreement
with each director and officer. These agreements state generally that
each director and officer will be indemnified by the Company to the
fullest extent allowed by Missouri law, that the indemnity will continue
beyond the term of the director or officer's tenure in office as long as
the indemnity is reasonably necessary and that the Company will endeavor
to carry directors and officers' liability insurance.  

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item
 8. Exhibits.

Exhibit
  No.                                  Description

4(a)                    Restated Articles of Incorporation of the Company
                        (incorporated by reference to page 16 of the
                        Company's Annual Report on Form 10-K for the
                        year ended December 31, 1987, File No. 1-3576).
                        
4(b)                    By-laws of the Company, as amended on January 16,
                        1991 (incorporated by reference to page 17 of the
                        Company's Annual Report on Form 10-K for the year
                        ended December 31, 1990, File No. 1-3576).
                      
4(c)                    Rights Agreement dated as of November 19, 1986
                        between the Company and Harris Trust and Savings
                        Bank, as Rights Agent (incorporated by reference
                        to Exhibit 1 of the Company's Current Report on
                        Form 8-K dated November 24, 1986, File No. 1-3576).
 
5                       Opinion of Gary L. Myers, Esq.
23(a)                   Consent of Arthur Andersen LLP.
23(b)                   Consent of Gary L. Myers, Esq. (contained
                        in Exhibit 5 hereto).
24                      Powers of Attorney (included on signature page).

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 the registration
              statement;

          (i) To include any prospectus required by Section 10(a)(3) of
              the Securities Act of 1933, as amended (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.  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) if, in the aggregate,
                   the changes in volume and price represent no more than
                   a 20 percent change in the maximum aggregate offering
                   price set forth in the "Calculation of Registration Fee"
                   table in the effective 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
                    with or furnished to the Commission by the registrant
                    pursuant to Section 13 or Section 15(d) of the
                    Exchange Act 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
               remained 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 Exchange
               Act (and, where applicable, each filing of an employee
               benefit plan's annual report pursuant to Section 15(d) of
               the Exchange Act) that is incorporated by reference in the
               registration statement shall be deemed to be a new
               registration statement relating to the securities offered
               therein, and the offering of such securities at that time
               shall be deemed to be the initial bona fide offering thereof.

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

          The Registrant.  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 St. Joseph,
State of Missouri on this 15th day of May, 1996.

                              St. Joseph Light & Power Company

                              By:  /s/ Terry F. Steinbecker              
                                       Terry F. Steinbecker   
                                       President and Chief
                                       Executive Officer 

                    POWER OF ATTORNEY AND SIGNATURES

          Each person whose signature appears below constitutes and
appoints Terry F. Steinbecker and Gary L. Myers, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and 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 such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying all that such attorneys-in-fact and
agents, or any of them or their or his substitute or 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 in the
capacities and on the dates indicated.

    Signature                  Title(s)                         Date

/s/ Terry F. Steinbecker   President, Chief Executive      5/15/96
    Terry F. Steinbecker   Officer and Director
                           (Principal Executive Officer)

/s/ Larry J. Stoll          Vice President-Finance,        5/15/96  
    Larry J. Stoll          Treasurer and Assistant
                            Secretary (Principal Financial
                            Officer and Principal
                            Accounting Officer)

/s/ John P. Barclay, Jr.        Director                   5/15/96
    John P. Barclay, Jr.

/s/ Daniel A. Burkhardt         Director                   5/15/96
    Daniel A. Burkhardt

/s/ Richard M. Burridge         Director                   5/15/96
    Richard M. Burridge

/s/ James P. Carolus            Director                   5/15/96
    James P. Carolus

/s/ William J. Gremp            Director                   5/15/96
    William J. Gremp

/s/ David W. Shinneman          Director                   5/15/96
    David W. Shinneman

/s/ Robert L. Simpson           Director                   5/15/96
    Robert L. Simpson

/s/ Gerald R. Sprong            Director                   5/15/96
    Gerald R. Sprong
EXHIBIT INDEX

Exhibit                                                         
Number                 Description of Exhibit                    

4(a)          Restated Articles of Incorporation of the Company
              (incorporated by reference to page 16 of the Company's
              Annual Report on Form 10-K for the year ended
              December 31, 1987, File No. 1-3576).

4(b)          By-laws of the Company, as amended on January 16, 1991
              (incorporated by reference to page 17 of the Company's Annual
              Report on Form 10-K for the year ended December 31, 1990,
              File No. 1-3576).

4(c)          Rights Agreement dated as of November 19, 1986 between the
              Company and Harris Trust and Savings Bank, as Rights Agent
              (incorporated by reference to Exhibit 1 of the Company's
              Current Report on Form 8-K dated November 24, 1986, File No.
              1-3576).

5*            Opinion of Gary L. Myers, Esq.

23(a)*        Consent of Arthur Andersen LLP.

23(b)*        Consent of Gary L. Myers, Esq. (contained in Exhibit 5 hereto).

24*           Powers of Attorney (included on signature page).

________________________
*Filed herewith
S-8   May 16, 1996 (8:9a)