As filed with the Securities and Exchange Commission on June 2, 1995
                                              REGISTRATION NO.         
                                               
                     SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C. 20549 
                           ----------------------
     
                                 FORM S-8 
                          REGISTRATION STATEMENT  
                                   UNDER
                         THE SECURITIES ACT OF 1933
                             ----------------
                         ORION CAPITAL CORPORATION 
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                Delaware                            95-6069054 
         (State or other jurisdiction of           (I.R.S. Employer 
           incorporation or organization)           Identification Number)

           600 Fifth Avenue, New York, New York     10020-2302
         (Address of Principal Executive Offices)    (Zip Code)
               
                               
                          Orion Capital Corporation
              1994 Stock Option Plan for Non-Employee Directors
                           (Full Title of Plan)

                          Michael P. Maloney
               Vice President, General Counsel and Secretary                   
                         Orion Capital Corporation
                             600 Fifth Avenue                                  
                       New York, New York 10020-2302           
                 (Name and Address of Agent for Service)          
                            (212) 332-8080
        (Telephone Number, Including Area Code, of Agent for Service)
                   -----------------------------------------

                                 COPY TO:

                             John J. McCann, Esq.
                           Donovan Leisure & Irvine
                             30 Rockefeller Plaza
                        New York, New York 10112-0156
                               (212) 632-3000               
                      ---------------------------------

                       CALCULATION OF REGISTRATION FEE

                                      Proposed     Proposed
                                      Maximum      Maximum
                      Amount          Offering     Aggregate    Amount of     
Title of Securities   to be           Price Per    Offering     Registration
be Registered         Registered(1)   Share(2)     Price        Fee
- ------------------------------------------------------------------------------
Common Stock, $1.00    100,000        $38.50       $3,850,000   $1,328
par value per Share
- ------------------------------------------------------------------------------


<PAGE>

(1)  The 100,000 shares of Common Stock being registered hereby will be issuable
from time to time by Orion Capital Corporation (the "Company") to individuals 
exercising options under the Company's 1994 Stock Option Plan for Non-Employee
Directors.  In addition to the 100,000 shares of Common stock indicated above,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
number of shares of Common Stock which may be issuable as a result of anti-
dilution adjustments made under the 1994 Stock Option Plan for Non-Employee
Directors and pursuant to the Company's stockholder rights plan.

(2)  The maximum offering price per share used to calculate the registration fee
with respect to the 100,000 shares of Common Stock issuable under the 1994 Stock
Option Plan for Non-Employee Directors was estimated pursuant to Rule 457(h)
under the Securities Act using the average of the high and low prices per share
of the Common Stock reported on the New York Stock Exchange on June 1, 1995.











































<PAGE>
                                  PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
             -----------------------------------------------------
           
     Pursuant to Rule 428(b)(1) under the Securities Act, the documents
containing the information specified in Part I of Form S-8 will be sent or
given to each participant in the Orion Capital Corporation 1994 Stock Option
Plan for Non-Employee Directors (the "Plan").  These documents and the
documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II hereof, taken together, constitute the Section 10(a)
Prospectus.

                                  PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              ---------------------------------------------------

Item 3.    Incorporation of Documents by Reference
           ----------------------------------------
 
     The documents listed below are incorporated by reference herein, and all
documents subsequently filed by Orion Capital Corporation ("Registrant")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

     (a)  Registrant's Annual Report on Form 10-K for the year ended 
          December 31, 1994.

     (b)  Registrant's quarterly report on Form 10-Q for the quarter
          ended March 31, 1995.

     (c)  The description of Registrant's Common Stock and its preferred stock 
          purchase rights associated with the Common Stock, contained in its 
          registration statement filed pursuant to Section 12 of the        
          Exchange Act and any amendment or report filed for the purposes of 
          updating those descriptions.




                                   2
<PAGE>

     The consolidated financial statements and schedules of the Registrant
included in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Deloitte & Touche LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.   

                        

Item 6.    Indemnification of Directors and Officers
           ------------------------------------------

     Article IX of Registrant's By-Laws requires indemnification of
Registrant's directors and officers to the full extent permitted by the
Delaware General Corporation Law (the "Law") and provides for the advancement
of defense expenses provided the director or officer agrees to repay the
advance if it is ultimately determined that he is not entitled to
indemnification.  Article IX also provides that the indemnification provided 
by the By-Laws is not exclusive.  Section 145(a) of the Law provides in
general that a corporation may indemnify anyone who is or may be a party to
a legal proceeding by reason of his service as a director or officer against 
expenses, adjustments, fines and settlement payments actually and reasonably
incurred if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, as to any
criminal proceeding,had no reasonable cause to believe his conduct was
unlawful.  Section 145(b) of the Law provides similarly where the proceeding
is by or in the right of the corporation to procure a judgement in its favor. 
Section 145(g) of the Law allows a corporation to maintain insurance on behalf
of any officer or director against any liability incurred by him in such
capacity, whether or not the corporation would have the power to indemnify him
against such liability under the Law.  Registrant maintains such directors and
officers liability insurance coverage.
  
     Each of Registrant's directors has entered into an indemnity agreement
with Registrant which (i) confirms the indemnity set forth in the By-laws and
gives assurances that such indemnity will continue to be provided despite any
By-law changes and (ii) provides, subject to certain conditions, that the
director shall be indemnified to the fullest possible extent permitted by law
against all expenses, judgements, fines and settlement amounts incurred or
paid by him in any proceeding.

     As permitted by Section 102(b)(7) of the Law, Article VII of Registrant's
Certificate of Incorporation eliminates personal liability of any director to
Registrant and its stockholders for breach of the director's fiduciary duty
of care, except where the director has breached his duty of loyalty, acted in
bad faith, engaged in intentional or knowing misconduct, negligently or
willfully  declared an improper dividend or effected an unlawful stock
repurchase or redemption, or obtained an improper personal benefit.




                                    3

<PAGE>

Item 8.    Exhibits
           --------

    4.0   Orion Capital Corporation 1994 Stock Option Plan for Non-Employee 
          Directors

    5.0   Opinion of Donovan Leisure Newton & Irvine

    15.0  Letter in Lieu of Consent of Deloitte & Touche LLP

    23.1  Consents of Deloitte & Touche LLP

    23.2  Consent of Donovan Leisure Newton & Irvine (incorporated in 
          Exhibit 5)

    24.0  Power of Attorney of Signatories

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;

         (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; and

       (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
                                
         provided, however, that paragraphs (a)(1)(i) and (a)(ii) do not apply 
         --------  -------
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the 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.
                                    4

<PAGE>

     (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, 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 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 such
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
Securities Act and will be governed by the final adjudication of such issue.

                             SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on this 2nd day of
June, 1995.

                                         ORION CAPITAL CORPORATION

                                          By: /s/ Alan R. Gruber
                                              -----------------------
                                               Alan R. Gruber
                                               Chairman and 
                                               Chief Executive Officer





                                   5
<PAGE>
                                
    
     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 or dates indicated:




Signature                    Title                       Date
- ---------                    -----                       ----

/s/ Alan R. Gruber
- ------------------
Alan R. Gruber           Chairman and Chief           June 2, 1995
                         Executive Officer
                         (Principal Executive
                         and Financial Officer)
                         and Director


      *
- -----------------
Daniel L. Barry          Vice President and           June 2, 1995
                         Controller (Principal
                         Accounting Officer)


      
      *
- -----------------
John C. Colman            Director                    June 2, 1995


      *
- ------------------         Director                   June 2, 1995
Larry D. Hollen


      *
- ------------------
Robert H. Jeffrey          Director                   June 2, 1995


      *
- -----------------
Warren R. Lyons            Director                   June 2, 1995


      *
- -----------------
Ronald W. Moore            Director                   June 2, 1995


 
                                   6
<PAGE>


      *
- -----------------
Robert B. Sanborn          Director                    June 2, 1995


      *
- ---------------
William J. Shepherd        Director                     June 2, 1995


       *      
- ------------------
John R. Thorne             Director                     June 2, 1995


      *
- ------------------
Roger B. Ware              Director                     June 2, 1995





*Pursuant to Power of Attorney:

By: Michael P. Maloney
    ------------------
Name: Michael P. Maloney
Title: Vice President, General Counsel
       and Secretary
       Attorney-in-Fact

June 2, 1995



















                                    7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16614}]
{"company-data": {"conformed-name": "ORION CAPITAL CORP", "cik": "0000074931", "assigned-sic": "6331", "irs-number": "956069054", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59847", "film-number": "95544811"}, "business-address": {"street1": "600 FIFTH AVENUE", "street2": "24TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10020-2302", "phone": "212-332-8080"}, "mail-address": {"street1": "600 FIFTH AVENUE", "street2": "24TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10020-2302"}, "former-company": [{"former-conformed-name": "EQUITY FUNDING CORP OF AMERICA", "date-changed": "19760518"}, {"former-conformed-name": "TONGOR CORP OF AMERICA", "date-changed": "19670330"}, {"former-conformed-name": "TONGOR CORP", "date-changed": "19661024"}]}
As filed with the Securities and Exchange Commission on June 2, 1995
                                              REGISTRATION NO.         
                                               
                     SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C. 20549 
                           ----------------------
     
                                 FORM S-8 
                          REGISTRATION STATEMENT  
                                   UNDER
                         THE SECURITIES ACT OF 1933
                             ----------------
                         ORION CAPITAL CORPORATION 
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                Delaware                            95-6069054 
         (State or other jurisdiction of           (I.R.S. Employer 
           incorporation or organization)           Identification Number)

           600 Fifth Avenue, New York, New York     10020-2302
         (Address of Principal Executive Offices)    (Zip Code)
               
                               
                          Orion Capital Corporation
              1994 Stock Option Plan for Non-Employee Directors
                           (Full Title of Plan)

                          Michael P. Maloney
               Vice President, General Counsel and Secretary                   
                         Orion Capital Corporation
                             600 Fifth Avenue                                  
                       New York, New York 10020-2302           
                 (Name and Address of Agent for Service)          
                            (212) 332-8080
        (Telephone Number, Including Area Code, of Agent for Service)
                   -----------------------------------------

                                 COPY TO:

                             John J. McCann, Esq.
                           Donovan Leisure & Irvine
                             30 Rockefeller Plaza
                        New York, New York 10112-0156
                               (212) 632-3000               
                      ---------------------------------

                       CALCULATION OF REGISTRATION FEE

                                      Proposed     Proposed
                                      Maximum      Maximum
                      Amount          Offering     Aggregate    Amount of     
Title of Securities   to be           Price Per    Offering     Registration
be Registered         Registered(1)   Share(2)     Price        Fee
- ------------------------------------------------------------------------------
Common Stock, $1.00    100,000        $38.50       $3,850,000   $1,328
par value per Share
- ------------------------------------------------------------------------------
(1)  The 100,000 shares of Common Stock being registered hereby will be issuable
from time to time by Orion Capital Corporation (the "Company") to individuals 
exercising options under the Company's 1994 Stock Option Plan for Non-Employee
Directors.  In addition to the 100,000 shares of Common stock indicated above,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
number of shares of Common Stock which may be issuable as a result of anti-
dilution adjustments made under the 1994 Stock Option Plan for Non-Employee
Directors and pursuant to the Company's stockholder rights plan.

(2)  The maximum offering price per share used to calculate the registration fee
with respect to the 100,000 shares of Common Stock issuable under the 1994 Stock
Option Plan for Non-Employee Directors was estimated pursuant to Rule 457(h)
under the Securities Act using the average of the high and low prices per share
of the Common Stock reported on the New York Stock Exchange on June 1, 1995.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
             -----------------------------------------------------
           
     Pursuant to Rule 428(b)(1) under the Securities Act, the documents
containing the information specified in Part I of Form S-8 will be sent or
given to each participant in the Orion Capital Corporation 1994 Stock Option
Plan for Non-Employee Directors (the "Plan").  These documents and the
documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II hereof, taken together, constitute the Section 10(a)
Prospectus.

                                  PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              ---------------------------------------------------

Item 3.    Incorporation of Documents by Reference
           ----------------------------------------
 
     The documents listed below are incorporated by reference herein, and all
documents subsequently filed by Orion Capital Corporation ("Registrant")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

     (a)  Registrant's Annual Report on Form 10-K for the year ended 
          December 31, 1994.

     (b)  Registrant's quarterly report on Form 10-Q for the quarter
          ended March 31, 1995.

     (c)  The description of Registrant's Common Stock and its preferred stock 
          purchase rights associated with the Common Stock, contained in its 
          registration statement filed pursuant to Section 12 of the        
          Exchange Act and any amendment or report filed for the purposes of 
          updating those descriptions.

                                   2
The consolidated financial statements and schedules of the Registrant
included in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Deloitte & Touche LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.   

                        

Item 6.    Indemnification of Directors and Officers
           ------------------------------------------

     Article IX of Registrant's By-Laws requires indemnification of
Registrant's directors and officers to the full extent permitted by the
Delaware General Corporation Law (the "Law") and provides for the advancement
of defense expenses provided the director or officer agrees to repay the
advance if it is ultimately determined that he is not entitled to
indemnification.  Article IX also provides that the indemnification provided 
by the By-Laws is not exclusive.  Section 145(a) of the Law provides in
general that a corporation may indemnify anyone who is or may be a party to
a legal proceeding by reason of his service as a director or officer against 
expenses, adjustments, fines and settlement payments actually and reasonably
incurred if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, as to any
criminal proceeding,had no reasonable cause to believe his conduct was
unlawful.  Section 145(b) of the Law provides similarly where the proceeding
is by or in the right of the corporation to procure a judgement in its favor. 
Section 145(g) of the Law allows a corporation to maintain insurance on behalf
of any officer or director against any liability incurred by him in such
capacity, whether or not the corporation would have the power to indemnify him
against such liability under the Law.  Registrant maintains such directors and
officers liability insurance coverage.
  
     Each of Registrant's directors has entered into an indemnity agreement
with Registrant which (i) confirms the indemnity set forth in the By-laws and
gives assurances that such indemnity will continue to be provided despite any
By-law changes and (ii) provides, subject to certain conditions, that the
director shall be indemnified to the fullest possible extent permitted by law
against all expenses, judgements, fines and settlement amounts incurred or
paid by him in any proceeding.

     As permitted by Section 102(b)(7) of the Law, Article VII of Registrant's
Certificate of Incorporation eliminates personal liability of any director to
Registrant and its stockholders for breach of the director's fiduciary duty
of care, except where the director has breached his duty of loyalty, acted in
bad faith, engaged in intentional or knowing misconduct, negligently or
willfully  declared an improper dividend or effected an unlawful stock
repurchase or redemption, or obtained an improper personal benefit.

                                    3
Item 8.    Exhibits
           --------

    4.0   Orion Capital Corporation 1994 Stock Option Plan for Non-Employee 
          Directors

    5.0   Opinion of Donovan Leisure Newton & Irvine

    15.0  Letter in Lieu of Consent of Deloitte & Touche LLP

    23.1  Consents of Deloitte & Touche LLP

    23.2  Consent of Donovan Leisure Newton & Irvine (incorporated in 
          Exhibit 5)

    24.0  Power of Attorney of Signatories

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;

         (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; and

       (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
                                
         provided, however, that paragraphs (a)(1)(i) and (a)(ii) do not apply 
         --------  -------
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the 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.
                                    4
(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, 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 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 such
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
Securities Act and will be governed by the final adjudication of such issue.

                             SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on this 2nd day of
June, 1995.

                                         ORION CAPITAL CORPORATION

                                          By: /s/ Alan R. Gruber
                                              -----------------------
                                               Alan R. Gruber
                                               Chairman and 
                                               Chief Executive Officer

                                   5
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 or dates indicated:

Signature                    Title                       Date
- ---------                    -----                       ----

/s/ Alan R. Gruber
- ------------------
Alan R. Gruber           Chairman and Chief           June 2, 1995
                         Executive Officer
                         (Principal Executive
                         and Financial Officer)
                         and Director

      *
- -----------------
Daniel L. Barry          Vice President and           June 2, 1995
                         Controller (Principal
                         Accounting Officer)

      
      *
- -----------------
John C. Colman            Director                    June 2, 1995

      *
- ------------------         Director                   June 2, 1995
Larry D. Hollen

      *
- ------------------
Robert H. Jeffrey          Director                   June 2, 1995

      *
- -----------------
Warren R. Lyons            Director                   June 2, 1995

      *
- -----------------
Ronald W. Moore            Director                   June 2, 1995

 
                                   6
*
- -----------------
Robert B. Sanborn          Director                    June 2, 1995

      *
- ---------------
William J. Shepherd        Director                     June 2, 1995

       *      
- ------------------
John R. Thorne             Director                     June 2, 1995

      *
- ------------------
Roger B. Ware              Director                     June 2, 1995

*Pursuant to Power of Attorney:

By: Michael P. Maloney
    ------------------
Name: Michael P. Maloney
Title: Vice President, General Counsel
       and Secretary
       Attorney-in-Fact

June 2, 1995

                                    7