As filed with the Securities and Exchange Commission on March 9, 1994
                   Registration No. 33-_________


              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

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

                CONSOLIDATED FREIGHTWAYS, INC.
      (Exact name of issuer as specified in its charter)

            DELAWARE                    94-1444798
    (State of Incorporation)    (I.R.S. Employer I.D. No.)

                     3240 Hillview Avenue
                  Palo Alto, California 94304
  (Address of Principal Executive Office Including Zip Code)

                CONSOLIDATED FREIGHTWAYS, INC.
                     THRIFT AND STOCK PLAN
                              and
                CONSOLIDATED FREIGHTWAYS, INC.
                     EQUITY INCENTIVE PLAN
                  FOR NON-EMPLOYEE DIRECTORS
                   (Full title of the plans)

                   Eberhard G. H. Schmoller
           Senior Vice President and General Counsel
                Consolidated Freightways, Inc.
                     3240 Hillview Avenue
                  Palo Alto, California 94304
            (Name and address of agent for service)

                        (415) 494-2900
 (Telephone number, including area code, of agent for service)
______________________________________________________________

                CALCULATION OF REGISTRATION FEE
______________________________________________________________



 Title of
Securities                   Proposed Maximum  Proposed Maximum     Amount of
  to Be      Amount to be    Offering Price    Aggregate Offering   Registration
Registered   Registered(1)   Per Share (2)     Price                Fee


Common Stock   350,000         $26.125          $9,143,750          $3,153
________________________________________________________________________________


(1)    Plus such indeterminate number of additional shares as
   may be required to be issued in the event of an adjustment
   as a result of an increase in the number of issued shares
   of Common Stock resulting from a subdivision of such
   shares, the payment of a stock dividend or certain other
   capital adjustments.  In addition, pursuant to Rule 416(c)
   under the Securities Act of 1933, this Registration
   Statement also covers an indeterminate amount of interest
   to be offered or sold pursuant to the employee benefit
   plans described herein.

(2)    Estimated solely for the purpose of calculating the
   registration fee in accordance with Rules 457(h) and 457(c)
   under the Securities Act of 1933 and based upon $26.125 per
   share, the Closing Price of the Common Stock on the
   New York Stock Exchange on March 7, 1994.

                            PART II

                  INFORMATION REQUIRED IN THE
                    REGISTRATION STATEMENT


Item 3.    Incorporation of Certain Documents by Reference.

       The documents listed in (a) through (d) below are
incorporated by reference in this Registration Statement.

       (a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, filed with the Securities and
Exchange Commission ("SEC") pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").

       (b) The Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1993, June 30, 1993 and September
30, 1993, filed with the SEC pursuant to Section 13 of the
Exchange Act.

       (c) The description of the Registrant's Common Stock
contained in its registration statement filed on Form S-3 with
the SEC (File No. 33-45313) under the Securities Act of 1933,
as amended (the "Securities Act").

       (d) All documents subsequently filed by the Registrant
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to December 31, 1992, but prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the
date of filing of such documents.


Item 6.    Indemnification of Directors and Officers.

       As authorized by Section 102(b)(7) of the Delaware
General Corporation Law, the Certificate of Incorporation of
Consolidated Freightways, Inc. ("CF") eliminates to the
fullest extent permitted by Delaware law the personal
liability of its directors to CF or its stockholders for
monetary damages for any breach of fiduciary duty as a
director.

       CF's Bylaws provide for indemnification of directors,
officers, employees and agents in certain cases.  Under CF's
Bylaws, indemnification shall be provided when a person is
made a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit
or proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of CF or of another
enterprise, serving as such at the request of CF; provided,
however, that except as to actions to enforce indemnification
rights, CF shall indemnify any such person seeking
indemnification in connection with an action, suit or
proceeding (or part thereof) initiated by such person only if
the action, suit or proceeding (or part thereof) was
authorized by the Board of Directors of CF.  When
indemnification is authorized by CF's Bylaws, the director,
officer, employee or agent shall be indemnified for expenses,
liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred by him or her in
connection therewith.  CF's Bylaws also provide that expenses
incurred by an officer or director (acting in his or her
capacity as such) in defending a proceeding shall be paid by
CF in advance of final disposition of the proceeding;
provided, however, that if required by the Delaware General
Corporation Law, the officer or director shall deliver to CF
an undertaking by the officer or director to repay such
expenses if it is ultimately determined that he or she is not
entitled to be indemnified by CF.  CF's Bylaws further provide
that in other circumstances, expenses may be advanced upon
such terms and conditions as the Board of Directors deems
appropriate.

       In addition to the above, CF's Bylaws provide that the
right to indemnification granted thereunder shall be a
contract right for the benefit of CF's directors, officers,
employees and agents.  CF's Bylaws also authorize actions
against CF to enforce the indemnification rights provided by
the Bylaws, subject to CF's right to assert a defense in any
such action that the claimant has not met the standards of
conduct that make it permissible under the Delaware General
Corporation Law for CF to indemnify the claimant for the
amount claimed, and CF shall bear the burden of proving any
such a defense.

       Under Delaware law, indemnification to directors,
officers, employees and agents may be provided against
judgments, penalties, fines, settlements and reasonable
expenses (including attorneys' fees) incurred in the defense
or settlement of a derivative action, provided there is a
determination by a majority vote of a quorum of disinterested
directors, a committee of directors, independent legal
counsel, or a majority vote of stockholders that a person
seeking indemnification acted in good faith and in a manner
reasonably believed to be in or not opposed to the best
interests of the corporation, and, in the case of a criminal
proceeding, with no reasonable cause to believe his or her
conduct was unlawful.  However, no indemnification may be made
in derivative actions where such person is adjudged liable to
the corporation, unless, and only to the extent, that a court
determines upon application that such person is fairly and
reasonably entitled to indemnity for such expenses which the
court deems proper.  Delaware law also permits indemnification
of expenses which the court deems proper and provides that
indemnification of expenses actually and reasonably incurred
shall be provided when the individual being indemnified has
successfully defended the action on the merits or otherwise in
any action suit or proceeding.  The indemnification rights
provided by statute in Delaware are not deemed to be exclusive
of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement or otherwise.

       CF's Bylaws also authorize CF to purchase and maintain
insurance to protect itself and its directors, officers,
employees and agents against any liability, expense or loss
incurred by or asserted against such persons, whether or not
CF would have the power to indemnify any such person against
such liability, expense or loss under applicable law or CF's
Bylaws.

       CF presently maintains a directors' and officers'
liability insurance policy which insures directors and
officers of CF and those of certain of its subsidiaries.  The
policy covers losses for which CF or any of such subsidiaries
grants indemnification to officers and directors as required
or permitted by law and which result from claims made against
such directors or officers based upon wrongful acts or
breaches of duty committed, attempted, or allegedly committed
or attempted by such officers and directors while serving in
their capacity as officer or director.  The policy also covers
losses which the directors or officers must pay as the result
of claims brought against them based upon wrongful acts or
breaches of duty committed, attempted, or allegedly committed
or attempted by such officers and directors while serving in
their capacity as officer or director and for which they are
not indemnified by CF or any of such subsidiaries.  The losses
covered by the policy are subject to certain exclusions and do
not include fines or penalties imposed by law or other matters
deemed uninsurable under the law.  The policy contains certain
deductible provisions.

Item 8.    Exhibits.

Exhibit No.             Description

  5.1           Opinion of Counsel

 24.1           Consent of Counsel (included in Exhibit 5.1)

 24.2           Consent of Arthur Andersen & Co.

 25.1           Powers of Attorney (set forth on the signature
                pages of this Registration Statement)

Item 9.         Undertakings.

       The Registrant hereby undertakes as follows:

           (1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement 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.

           (2) That, for the purposes 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.

           (4) 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 provisions described above 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 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 of
1933, the undersigned 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
Palo Alto, State of California, on March 9, 1994.

                             CONSOLIDATED FREIGHTWAYS, INC.



                             By /s/ Eberhard G.H. Schmoller
                                Eberhard G.H. Schmoller
                                Vice President and General
                                Counsel

       Power of Attorney and Additional Signatures

       Each person whose signature appears below constitutes
and appoints Eberhard G. H. Schmoller and Maryla Boonstoppel,
and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement, including post-
effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue thereof.

       Further, pursuant to the requirements of the Act, this
Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    Signature                 Capacity                        Date
______________________________________________________________________




/s/ Donald E. Moffitt     President, Chief Executive       March 9, 1994
Donald E. Moffitt         Officer (Principal Executive
                          Officer and Director)


/s/ Gregory L. Quesnel    Executive Vice President and     March 9, 1994
Gregory L. Quesnel        Chief Financial Officer
                          (Principal Financial Officer)


/s/ Robert E. Wrightson    Vice President and Controller   March 9, 1994
Robert E. Wrightson        (Principal Accounting Officer)


/s/ Robert Alpert          Director                        March 9, 1994
Robert Alpert


                           Director                        March _, 1994
John C. Bolinger, Jr.


/s/ Earl F. Cheit          Director                        March 9, 1994
Earl F. Cheit


/s/ G. Robert Evans        Director                        March 9, 1994
G. Robert Evans


/s/ Robert Jaunich II      Director                        March 9, 1994
Robert Jaunich II


                           Director                        March _, 1994
Gerhard E. Liener


                           Director                        March _, 1994
Richard B. Madden


                           Director                        March _, 1994
Raymond F. O'Brien


                           Director                        March _, 1994
John S. Perkins


/s/ Ronald E. Poelman      Director                        March 9, 1994
Ronald E. Poelman


                           Director                        March _, 1994
Robert D. Rogers


/s/ Robert P. Wayman       Director                        March 9, 1994
Robert P. Wayman


                       INDEX TO EXHIBITS


                                                     Sequentially
Exhibit No.                 Exhibit                  Numbered Page

   5.1         Opinion of Counsel

  24.1         Consent of Counsel (included in
               Exhibit 5.1)

  24.2         Consent of Arthur Andersen & Co.

  25.1         Powers of Attorney set forth on the
               signature pages of this Registration
               Statement
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16754}]
{"company-data": {"conformed-name": "CONSOLIDATED FREIGHTWAYS INC", "cik": "0000023675", "assigned-sic": "4213", "irs-number": "941444798", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52599", "film-number": "94515294"}, "business-address": {"street1": "3240 HILLVIEW AVE", "city": "PALO A LTO", "state": "CA", "zip": "94304", "phone": "4154942900"}}
As filed with the Securities and Exchange Commission on March 9, 1994
                   Registration No. 33-_________

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

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

                CONSOLIDATED FREIGHTWAYS, INC.
      (Exact name of issuer as specified in its charter)

            DELAWARE                    94-1444798
    (State of Incorporation)    (I.R.S. Employer I.D. No.)

                     3240 Hillview Avenue
                  Palo Alto, California 94304
  (Address of Principal Executive Office Including Zip Code)

                CONSOLIDATED FREIGHTWAYS, INC.
                     THRIFT AND STOCK PLAN
                              and
                CONSOLIDATED FREIGHTWAYS, INC.
                     EQUITY INCENTIVE PLAN
                  FOR NON-EMPLOYEE DIRECTORS
                   (Full title of the plans)

                   Eberhard G. H. Schmoller
           Senior Vice President and General Counsel
                Consolidated Freightways, Inc.
                     3240 Hillview Avenue
                  Palo Alto, California 94304
            (Name and address of agent for service)

                        (415) 494-2900
 (Telephone number, including area code, of agent for service)
______________________________________________________________

                CALCULATION OF REGISTRATION FEE
______________________________________________________________

 Title of
Securities                   Proposed Maximum  Proposed Maximum     Amount of
  to Be      Amount to be    Offering Price    Aggregate Offering   Registration
Registered   Registered(1)   Per Share (2)     Price                Fee

Common Stock   350,000         $26.125          $9,143,750          $3,153
________________________________________________________________________________

(1)    Plus such indeterminate number of additional shares as
   may be required to be issued in the event of an adjustment
   as a result of an increase in the number of issued shares
   of Common Stock resulting from a subdivision of such
   shares, the payment of a stock dividend or certain other
   capital adjustments.  In addition, pursuant to Rule 416(c)
   under the Securities Act of 1933, this Registration
   Statement also covers an indeterminate amount of interest
   to be offered or sold pursuant to the employee benefit
   plans described herein.

(2)    Estimated solely for the purpose of calculating the
   registration fee in accordance with Rules 457(h) and 457(c)
   under the Securities Act of 1933 and based upon $26.125 per
   share, the Closing Price of the Common Stock on the
   New York Stock Exchange on March 7, 1994.

                            PART II

                  INFORMATION REQUIRED IN THE
                    REGISTRATION STATEMENT

Item 3.    Incorporation of Certain Documents by Reference.

       The documents listed in (a) through (d) below are
incorporated by reference in this Registration Statement.

       (a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, filed with the Securities and
Exchange Commission ("SEC") pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").

       (b) The Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1993, June 30, 1993 and September
30, 1993, filed with the SEC pursuant to Section 13 of the
Exchange Act.

       (c) The description of the Registrant's Common Stock
contained in its registration statement filed on Form S-3 with
the SEC (File No. 33-45313) under the Securities Act of 1933,
as amended (the "Securities Act").

       (d) All documents subsequently filed by the Registrant
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to December 31, 1992, but prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the
date of filing of such documents.

Item 6.    Indemnification of Directors and Officers.

       As authorized by Section 102(b)(7) of the Delaware
General Corporation Law, the Certificate of Incorporation of
Consolidated Freightways, Inc. ("CF") eliminates to the
fullest extent permitted by Delaware law the personal
liability of its directors to CF or its stockholders for
monetary damages for any breach of fiduciary duty as a
director.

       CF's Bylaws provide for indemnification of directors,
officers, employees and agents in certain cases.  Under CF's
Bylaws, indemnification shall be provided when a person is
made a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit
or proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of CF or of another
enterprise, serving as such at the request of CF; provided,
however, that except as to actions to enforce indemnification
rights, CF shall indemnify any such person seeking
indemnification in connection with an action, suit or
proceeding (or part thereof) initiated by such person only if
the action, suit or proceeding (or part thereof) was
authorized by the Board of Directors of CF.  When
indemnification is authorized by CF's Bylaws, the director,
officer, employee or agent shall be indemnified for expenses,
liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred by him or her in
connection therewith.  CF's Bylaws also provide that expenses
incurred by an officer or director (acting in his or her
capacity as such) in defending a proceeding shall be paid by
CF in advance of final disposition of the proceeding;
provided, however, that if required by the Delaware General
Corporation Law, the officer or director shall deliver to CF
an undertaking by the officer or director to repay such
expenses if it is ultimately determined that he or she is not
entitled to be indemnified by CF.  CF's Bylaws further provide
that in other circumstances, expenses may be advanced upon
such terms and conditions as the Board of Directors deems
appropriate.

       In addition to the above, CF's Bylaws provide that the
right to indemnification granted thereunder shall be a
contract right for the benefit of CF's directors, officers,
employees and agents.  CF's Bylaws also authorize actions
against CF to enforce the indemnification rights provided by
the Bylaws, subject to CF's right to assert a defense in any
such action that the claimant has not met the standards of
conduct that make it permissible under the Delaware General
Corporation Law for CF to indemnify the claimant for the
amount claimed, and CF shall bear the burden of proving any
such a defense.

       Under Delaware law, indemnification to directors,
officers, employees and agents may be provided against
judgments, penalties, fines, settlements and reasonable
expenses (including attorneys' fees) incurred in the defense
or settlement of a derivative action, provided there is a
determination by a majority vote of a quorum of disinterested
directors, a committee of directors, independent legal
counsel, or a majority vote of stockholders that a person
seeking indemnification acted in good faith and in a manner
reasonably believed to be in or not opposed to the best
interests of the corporation, and, in the case of a criminal
proceeding, with no reasonable cause to believe his or her
conduct was unlawful.  However, no indemnification may be made
in derivative actions where such person is adjudged liable to
the corporation, unless, and only to the extent, that a court
determines upon application that such person is fairly and
reasonably entitled to indemnity for such expenses which the
court deems proper.  Delaware law also permits indemnification
of expenses which the court deems proper and provides that
indemnification of expenses actually and reasonably incurred
shall be provided when the individual being indemnified has
successfully defended the action on the merits or otherwise in
any action suit or proceeding.  The indemnification rights
provided by statute in Delaware are not deemed to be exclusive
of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement or otherwise.

       CF's Bylaws also authorize CF to purchase and maintain
insurance to protect itself and its directors, officers,
employees and agents against any liability, expense or loss
incurred by or asserted against such persons, whether or not
CF would have the power to indemnify any such person against
such liability, expense or loss under applicable law or CF's
Bylaws.

       CF presently maintains a directors' and officers'
liability insurance policy which insures directors and
officers of CF and those of certain of its subsidiaries.  The
policy covers losses for which CF or any of such subsidiaries
grants indemnification to officers and directors as required
or permitted by law and which result from claims made against
such directors or officers based upon wrongful acts or
breaches of duty committed, attempted, or allegedly committed
or attempted by such officers and directors while serving in
their capacity as officer or director.  The policy also covers
losses which the directors or officers must pay as the result
of claims brought against them based upon wrongful acts or
breaches of duty committed, attempted, or allegedly committed
or attempted by such officers and directors while serving in
their capacity as officer or director and for which they are
not indemnified by CF or any of such subsidiaries.  The losses
covered by the policy are subject to certain exclusions and do
not include fines or penalties imposed by law or other matters
deemed uninsurable under the law.  The policy contains certain
deductible provisions.

Item 8.    Exhibits.

Exhibit No.             Description

  5.1           Opinion of Counsel

 24.1           Consent of Counsel (included in Exhibit 5.1)

 24.2           Consent of Arthur Andersen & Co.

 25.1           Powers of Attorney (set forth on the signature
                pages of this Registration Statement)

Item 9.         Undertakings.

       The Registrant hereby undertakes as follows:

           (1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement 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.

           (2) That, for the purposes 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.

           (4) 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 provisions described above 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 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 of
1933, the undersigned 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
Palo Alto, State of California, on March 9, 1994.

                             CONSOLIDATED FREIGHTWAYS, INC.

                             By /s/ Eberhard G.H. Schmoller
                                Eberhard G.H. Schmoller
                                Vice President and General
                                Counsel

       Power of Attorney and Additional Signatures

       Each person whose signature appears below constitutes
and appoints Eberhard G. H. Schmoller and Maryla Boonstoppel,
and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement, including post-
effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue thereof.

       Further, pursuant to the requirements of the Act, this
Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    Signature                 Capacity                        Date
______________________________________________________________________

/s/ Donald E. Moffitt     President, Chief Executive       March 9, 1994
Donald E. Moffitt         Officer (Principal Executive
                          Officer and Director)

/s/ Gregory L. Quesnel    Executive Vice President and     March 9, 1994
Gregory L. Quesnel        Chief Financial Officer
                          (Principal Financial Officer)

/s/ Robert E. Wrightson    Vice President and Controller   March 9, 1994
Robert E. Wrightson        (Principal Accounting Officer)

/s/ Robert Alpert          Director                        March 9, 1994
Robert Alpert

                           Director                        March _, 1994
John C. Bolinger, Jr.

/s/ Earl F. Cheit          Director                        March 9, 1994
Earl F. Cheit

/s/ G. Robert Evans        Director                        March 9, 1994
G. Robert Evans

/s/ Robert Jaunich II      Director                        March 9, 1994
Robert Jaunich II

                           Director                        March _, 1994
Gerhard E. Liener

                           Director                        March _, 1994
Richard B. Madden

                           Director                        March _, 1994
Raymond F. O'Brien

                           Director                        March _, 1994
John S. Perkins

/s/ Ronald E. Poelman      Director                        March 9, 1994
Ronald E. Poelman

                           Director                        March _, 1994
Robert D. Rogers

/s/ Robert P. Wayman       Director                        March 9, 1994
Robert P. Wayman

                       INDEX TO EXHIBITS

                                                     Sequentially
Exhibit No.                 Exhibit                  Numbered Page

   5.1         Opinion of Counsel

  24.1         Consent of Counsel (included in
               Exhibit 5.1)

  24.2         Consent of Arthur Andersen & Co.

  25.1         Powers of Attorney set forth on the
               signature pages of this Registration
               Statement