As filed with the Securities and Exchange Commission on May 2, 1996.
                                                    Registration No. 33-
==========================================================================

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

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

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

               1521 LOCUST STREET, PHILADELPHIA, PA  19102
          (Address of Principal Executive Offices)  (Zip Code)

DELAWARE                                                      72-0654145
(State or other jurisdiction                              (I.R.S. Employer
 of incorporation)                                     Identification No.)

           RESOURCE AMERICA, INC. 1984 KEY EMPLOYEE STOCK OPTION
                         (Full title of the plan)

                            Michael L. Staines
                           Senior Vice President
                           Resource America, Inc.
                            1521 Locust Street
                          Philadelphia, PA  19102
                  (Name and address of agent for service)
                              (215) 546-5005
        (Telephone number, including area code, of agent for service)

                                  Copy to:
                        J. Baur Whittlesey, Esquire
                          Ledgewood Law Firm, P.C.
                     1521 Locust Street - Eighth Floor
                          Philadelphia, PA  19102
                              (215) 731-9450
<PAGE>
                      CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
                                       Proposed    Proposed
Title of                               maximum     maximum
securities            Amount           offering    aggregate  Amount of
to be                 to be            price per   offering   registration
registered            registered       unit(2)     price(2)   fee
- ------------------   ---------------   ---------   ---------  ----------------
Class A Common 
  stock, par value 
  $.01 per
  share               4,494.40 shares  $ 48.75     $219,102   $ 75.60
Interests in
 the Plan (1)                          $           $          $
                     ----------------   --------    --------   ---------------
- ------------------------------------------------------------------------------
(1)  There are no interests to be offered or sold pursuant to the employee
     benefit plan described herein.

(2)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 on the
     basis of $48.75 per share, the average of the high and low prices of
     the Registrant's Common Stock as reported on the Nasdaq National
     Market  on April 26, 1996.
<PAGE>
                                 PART I

             INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents of Resource America, Inc. (the "REGISTRANT")
and the Resource America, Inc. 1984 Key Employee Stock Option (the "PLAN")
filed or to be filed with the Securities and Exchange Commission (the
"COMMISSION") are incorporated by reference in this Registration Statement
as of their respective dates:


     1.  The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995 containing the audited consolidated
financial statements of the Registrant for the fiscal years ended
September 30, 1994 and 1995.

     2.  The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1995.

     3.  The description of the Common Stock of the Registrant (formerly
called Resource Exploration, Inc.) contained the Registrant's Registration
Statement on Form 8-A, Commission number 0-4408, pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be 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.

     The validity of the Registrant's Common Stock being registered hereby
is being passed upon by Ledgewood Law Firm, P.C. ("LEDGEWOOD"), counsel to
the Registrant.  Edward E. Cohen, of counsel to Ledgewood, is a principal
shareholder of the Registrant as well as President and a director.

Item 6.  Indemnification of Directors and Officers.

     Pursuant to the bylaws of the Registrant, the Registrant is required
to indemnify any director or officer who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director or
officer, as the case may be, of the Registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith:

Exhibit
  No.        Document
- -------      ---------------------------
   4         Resource America, Inc. 1984 Key Employee Stock Option Plan.

   5         Opinion of Ledgewood Law Firm, P.C. as to the legality of
             securities being registered (including consent).

 24(a)       Consent of Grant Thornton LLP.

 24(b)       Consent of Ledgewood Law Firm, P.C. (included in Exhibit 5).

  25         Power of Attorney (included as part of signature pages to
             this registration statement).

     The Registrant hereby undertakes and affirms that it has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made all changes required by the IRS in order
to qualify the Plan.

<PAGE>
Item 9.  Undertakings.

Undertakings required by Item 512(a) of Regulation S-K
- ------------------------------------------------------

     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;

         (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 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 (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.

     (2) that, for the purpose of determining any liability under the
Securities Act, 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.

Undertakings required by item 512(b) of Regulation S-K
- ------------------------------------------------------
     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and 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 the initial
BONA FIDE offering thereof.
<PAGE>
Undertakings required by Item 512(h) of Regulation S-K
- ------------------------------------------------------
     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities 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 an action, suit or proceeding) is asserted by such
director, offering 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 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 Philadelphia,
Commonwealth of Pennsylvania, on April 30, 1996.


                              RESOURCE AMERICA, INC.


                              By: /s/ Edward E. Cohen
                                  --------------------------------------------
                                      Edward E. Cohen
                                      Chairperson of the Board 
                                      (Chief Executive Officer)


     The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Plan Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Philadelphia, Commonwealth of Pennsylvania, on April 30, 1996.

                RESOURCE AMERICA, INC. 1984 KEY EMPLOYEE STOCK OPTION PLAN


                              By: /s/ Edward E. Cohen
                                  ----------------------------------------
                                      Edward E. Cohen, Trustee of the Plan


                             POWER OF ATTORNEY

     Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward E. Cohen and Michael L. Staines, and each
of them acting above, his or her true and lawful attorney-in-fact,
with full power of substitution, for him or her in any and all capacities,
to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or said attorney-in-fact's substitute or
substitutes may do or cause to be done by virtue hereof.


<PAGE>
                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


/s/ Edward E. Cohen                                   Date: April 30, 1996
- -------------------------------------------
    EDWARD E, COHEN, Chairman of the Board
    and President


/s/ Michael L. Staines                                Date: April 30, 1996
- -------------------------------------------
    MICHAEL L. STAINES, Senior Vice President,
    Secretary and a Director


/s/ Carlos C. Campbell                                Date: April 30, 1996
- -------------------------------------------
    CARLOS C. CAMPBELL, Director


/s/ John R. Hart                                      Date: April 30, 1996
- -------------------------------------------
    JOHN R. HART, Director


/s/ Andrew M. Lubin                                   Date: April 30, 1996
- -------------------------------------------
    ANDREW M. LUBIN, Director


/s/ Alan D. Schreiber, M.D.                           Date: April 30, 1996
- -------------------------------------------
    ALAN D. SCHREIBER, M.D., Director 


/s/ John S. White                                     Date: April 30, 1996
- -------------------------------------------
    JOHN S. WHITE, Director


/s/ Nancy J. McGurk                                   Date: April 30, 1996
- -------------------------------------------
    NANCY J. MCGURK, Vice President -
    Finance and Treasurer (Chief Accounting
    Officer)
<PAGE>
                              EXHIBIT INDEX


Exhibit No.   Document                                                 Page
- -----------   ---------------------------------------------           ------
    4         Resource America, Inc. 1984 Key Employee Stock Option      9

    5         Opinion of Ledgewood Law Firm, P.C. as to the legality    20
              of securities being registered (including consent).

  24(a)       Consent of Grant Thornton LLP                             23

  24(b)       Consent of Ledgewood Law Firm, P.C. (included in
              Exhibit 5).

   25         Power of Attorney (included as part of signature pages 
              to this registration statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15329}]
{"company-data": {"conformed-name": "RESOURCE AMERICA INC", "cik": "0000083402", "assigned-sic": "1311", "irs-number": "720654145", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03079", "film-number": "96555431"}, "business-address": {"street1": "1521 LOCUST STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102", "phone": "2155465005"}, "mail-address": {"street1": "2876 SOUTH ARLINGTON ROAD", "city": "AKRON", "state": "OH", "zip": "44312"}, "former-company": [{"former-conformed-name": "RESOURCE EXPLORATION INC", "date-changed": "19890214"}, {"former-conformed-name": "SMTR CORP", "date-changed": "19700522"}]}
As filed with the Securities and Exchange Commission on May 2, 1996.
                                                    Registration No. 33-
==========================================================================

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

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

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

               1521 LOCUST STREET, PHILADELPHIA, PA  19102
          (Address of Principal Executive Offices)  (Zip Code)

DELAWARE                                                      72-0654145
(State or other jurisdiction                              (I.R.S. Employer
 of incorporation)                                     Identification No.)

           RESOURCE AMERICA, INC. 1984 KEY EMPLOYEE STOCK OPTION
                         (Full title of the plan)

                            Michael L. Staines
                           Senior Vice President
                           Resource America, Inc.
                            1521 Locust Street
                          Philadelphia, PA  19102
                  (Name and address of agent for service)
                              (215) 546-5005
        (Telephone number, including area code, of agent for service)

                                  Copy to:
                        J. Baur Whittlesey, Esquire
                          Ledgewood Law Firm, P.C.
                     1521 Locust Street - Eighth Floor
                          Philadelphia, PA  19102
                              (215) 731-9450
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
                                       Proposed    Proposed
Title of                               maximum     maximum
securities            Amount           offering    aggregate  Amount of
to be                 to be            price per   offering   registration
registered            registered       unit(2)     price(2)   fee
- ------------------   ---------------   ---------   ---------  ----------------
Class A Common 
  stock, par value 
  $.01 per
  share               4,494.40 shares  $ 48.75     $219,102   $ 75.60
Interests in
 the Plan (1)                          $           $          $
                     ----------------   --------    --------   ---------------
- ------------------------------------------------------------------------------
(1)  There are no interests to be offered or sold pursuant to the employee
     benefit plan described herein.

(2)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 on the
     basis of $48.75 per share, the average of the high and low prices of
     the Registrant's Common Stock as reported on the Nasdaq National
     Market  on April 26, 1996.
PART I

             INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents of Resource America, Inc. (the "REGISTRANT")
and the Resource America, Inc. 1984 Key Employee Stock Option (the "PLAN")
filed or to be filed with the Securities and Exchange Commission (the
"COMMISSION") are incorporated by reference in this Registration Statement
as of their respective dates:

     1.  The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995 containing the audited consolidated
financial statements of the Registrant for the fiscal years ended
September 30, 1994 and 1995.

     2.  The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1995.

     3.  The description of the Common Stock of the Registrant (formerly
called Resource Exploration, Inc.) contained the Registrant's Registration
Statement on Form 8-A, Commission number 0-4408, pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be 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.

     The validity of the Registrant's Common Stock being registered hereby
is being passed upon by Ledgewood Law Firm, P.C. ("LEDGEWOOD"), counsel to
the Registrant.  Edward E. Cohen, of counsel to Ledgewood, is a principal
shareholder of the Registrant as well as President and a director.

Item 6.  Indemnification of Directors and Officers.

     Pursuant to the bylaws of the Registrant, the Registrant is required
to indemnify any director or officer who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director or
officer, as the case may be, of the Registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith:

Exhibit
  No.        Document
- -------      ---------------------------
   4         Resource America, Inc. 1984 Key Employee Stock Option Plan.

   5         Opinion of Ledgewood Law Firm, P.C. as to the legality of
             securities being registered (including consent).

 24(a)       Consent of Grant Thornton LLP.

 24(b)       Consent of Ledgewood Law Firm, P.C. (included in Exhibit 5).

  25         Power of Attorney (included as part of signature pages to
             this registration statement).

     The Registrant hereby undertakes and affirms that it has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made all changes required by the IRS in order
to qualify the Plan.
Item 9.  Undertakings.

Undertakings required by Item 512(a) of Regulation S-K
- ------------------------------------------------------

     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;

         (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 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 (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.

     (2) that, for the purpose of determining any liability under the
Securities Act, 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.

Undertakings required by item 512(b) of Regulation S-K
- ------------------------------------------------------
     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and 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 the initial
BONA FIDE offering thereof.
Undertakings required by Item 512(h) of Regulation S-K
- ------------------------------------------------------
     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities 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 an action, suit or proceeding) is asserted by such
director, offering 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 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 Philadelphia,
Commonwealth of Pennsylvania, on April 30, 1996.

                              RESOURCE AMERICA, INC.

                              By: /s/ Edward E. Cohen
                                  --------------------------------------------
                                      Edward E. Cohen
                                      Chairperson of the Board 
                                      (Chief Executive Officer)

     The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Plan Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Philadelphia, Commonwealth of Pennsylvania, on April 30, 1996.

                RESOURCE AMERICA, INC. 1984 KEY EMPLOYEE STOCK OPTION PLAN

                              By: /s/ Edward E. Cohen
                                  ----------------------------------------
                                      Edward E. Cohen, Trustee of the Plan

                             POWER OF ATTORNEY

     Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward E. Cohen and Michael L. Staines, and each
of them acting above, his or her true and lawful attorney-in-fact,
with full power of substitution, for him or her in any and all capacities,
to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or said attorney-in-fact's substitute or
substitutes may do or cause to be done by virtue hereof.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

/s/ Edward E. Cohen                                   Date: April 30, 1996
- -------------------------------------------
    EDWARD E, COHEN, Chairman of the Board
    and President

/s/ Michael L. Staines                                Date: April 30, 1996
- -------------------------------------------
    MICHAEL L. STAINES, Senior Vice President,
    Secretary and a Director

/s/ Carlos C. Campbell                                Date: April 30, 1996
- -------------------------------------------
    CARLOS C. CAMPBELL, Director

/s/ John R. Hart                                      Date: April 30, 1996
- -------------------------------------------
    JOHN R. HART, Director

/s/ Andrew M. Lubin                                   Date: April 30, 1996
- -------------------------------------------
    ANDREW M. LUBIN, Director

/s/ Alan D. Schreiber, M.D.                           Date: April 30, 1996
- -------------------------------------------
    ALAN D. SCHREIBER, M.D., Director 

/s/ John S. White                                     Date: April 30, 1996
- -------------------------------------------
    JOHN S. WHITE, Director

/s/ Nancy J. McGurk                                   Date: April 30, 1996
- -------------------------------------------
    NANCY J. MCGURK, Vice President -
    Finance and Treasurer (Chief Accounting
    Officer)
EXHIBIT INDEX

Exhibit No.   Document                                                 Page
- -----------   ---------------------------------------------           ------
    4         Resource America, Inc. 1984 Key Employee Stock Option      9

    5         Opinion of Ledgewood Law Firm, P.C. as to the legality    20
              of securities being registered (including consent).

  24(a)       Consent of Grant Thornton LLP                             23

  24(b)       Consent of Ledgewood Law Firm, P.C. (included in
              Exhibit 5).

   25         Power of Attorney (included as part of signature pages 
              to this registration statement).