<PAGE>



                                          Registration No. 333-____________

___________________________________________________________________________
___________________________________________________________________________


                    SECURITIES AND EXCHANGE COMMISSION
                                     
                           WASHINGTON, DC 20549
                          ______________________
                                     
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ______________________
                                     
                                     
                               STANHOME INC.
          (Exact Name of Registrant as Specified in Its Charter)
                                     
                                     

     MASSACHUSETTS                                     04-1864170
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

333 Western Avenue, Westfield, Massachusetts                  01085
 (Address of Principal Executive Offices)                   (Zip Code)
               ____________________________________________
                                     
                          1996 STOCK OPTION PLAN
                         (Full Title of the Plan)
               ____________________________________________
                                     
                         Bruce H. Wyatt, Secretary
                               Stanhome Inc.
                            333 Western Avenue
                      Westfield, Massachusetts 01085
                  (Name and Address of Agent For Service)
                                     
                              (413) 562-3631
       (Telephone Number, Including Area Code, of Agent For Service)
               ____________________________________________
                                     
                                     
                                     
                                     
                                     

<PAGE>

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE

____________________________________________________________________
____________________________________________________________________

                               Proposed     Proposed
                               Maximum      Maximum
Title of                       Offering     Aggregate    Amount of
Securities to  Amount to be    Price Per    Offering     Registration
be Registered  Registered<F1>  Unit         Price<F2>    Fee<F2>
____________________________________________________________________
<S>            <C>             <C>          <C>          <C>
Common Stock   12,000          $29.625      $355,500     $122.59
$0.125         Shares
Par Value

               295,880         $29.50       $8,728,460   $3,009.81
               Shares

               1,192,120       $25.75<F2>   $30,697,090  $10,585.20
               Shares
____________________________________________________________________

Total          1,500,000                    $39,781,050  $13,717.60
               Shares
____________________________________________________________________
____________________________________________________________________
<FN>

<F1>  This Registration Statement also covers such additional number of
shares of Common Stock as may be issuable by reason of the operation of
applicable antidilution provisions.

<F2>  Estimated in accordance with Rule 457(c) and (h) solely for purposes
of calculating the registration fee, based on the average of the high and
low prices of the securities to be registered as reported on the New York
Stock Exchange Composite Tape on September 3, 1996.

</TABLE>













                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                    -2-
<PAGE>
                                  PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
Item 3.  Incorporation of Documents by Reference.

      The following documents filed by Stanhome Inc. (the "Company") with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (File No. 0-1349), are incorporated by reference herein:

      (1)  Annual Report on Form 10-K, as amended by Form 10-K/A (Amendment
No. 1), for the fiscal year ended December 31, 1995;

      (2)  Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1996 and June 30, 1996;

      (3)  The description of the Company's Common Stock contained in its
(a) General Form for Registration of Securities on Form 10, dated May 28,
1965, as amended on Form 8 Amendment No. 1, dated December 9, 1965, and
Form 8 Amendment No. 2, dated September 5, 1986; (b) Applications for
Registration of Certain Classes of Securities on Form 8-A, dated September
8, 1986 and October 30, 1987, both as amended on Form 8 Amendment No. 1,
dated May 6, 1988; (c) Application for Registration of Certain Classes of
Securities on Form 8-A, dated September 19, 1988, as amended on Form 8
Amendment No. 1 dated October 1, 1990; and (d) any other applications for
registration of the Company's Common Stock under Section 12 of the
Securities Exchange Act of 1934, as amended, including any amendments or
reports filed for the purpose of updating the description of such class of
securities; and

      (4)  All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, from
the date of filing of such reports and other documents.

Item 4.  Description of Securities.

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      An opinion concerning the legality of the securities being registered
has been rendered by Bruce H. Wyatt, General Counsel of the registrant and
its Vice President, Clerk and Secretary. Currently, Mr. Wyatt directly owns
7,934 shares of the Company's Common Stock, has indirect beneficial
ownership of approximately 7,050 shares of the Company's Common Stock owned
by his spouse and by trustees under Company-sponsored employee benefit
plans, and has been granted options to acquire an additional 72,700 shares
of such stock by the Company's Compensation and Stock Option Committee at
prices ranging from $11.125 to $35.50 per share, 44,450 of which are
exercisable as of September 4, 1996.

Item 6.  Indemnification of Directors and Officers.

      Section 13 of Chapter 156B of the Massachusetts General Laws permits
corporations organized under the laws of the Commonwealth to eliminate or
limit personal liability of their directors to the corporation or its


                               -3-


<PAGE>

stockholders for monetary damages resulting from any breach of fiduciary
duty as a director, except under certain circumstances.  Article 6E of the
Company's Restated Articles of Organization, as amended, eliminates the
personal liability of directors of the Company to the Company or its
stockholders for monetary damages to the full extent permitted under
Section 13 of Chapter 156B of the Massachusetts General Laws.  Section 67
of Chapter 156B of the Massachusetts General Laws permits corporations
organized under the laws of the Commonwealth to indemnify directors and
officers under certain circumstances.  Article V of the By-Laws of the
Company provides for the indemnification of any director, officer and
specified key employees of the Company against all expenses, as defined
therein, actually or reasonably incurred by any of them in connection with
any claim asserted against him or her, or in connection with any action,
suit or proceeding, civil or criminal, in which any of them may be involved
as a party, by reason of his or her having been such a director, officer or
specified key employee, provided he or she has acted in good faith in the
reasonable belief that his or her action was in the best interest of the
Company.  The Company has director and officer liability insurance covering
certain expenditures which might arise in connection with such
indemnification.

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

      Copies of the documents listed below which are identified with an
asterisk (*) have been included as exhibits to registration statements or
other documents previously filed with the Commission under the Securities
Exchange Act of 1934, as amended (File Number 0-1349), and are incorporated
by reference herein; the exhibit number and documents with which the
document was originally filed are set forth in parentheses after the
description of such exhibit.  Exhibits not so identified are filed
herewith.

EXHIBIT
NUMBER         DESCRIPTION OF DOCUMENT

4*             Rights Agreement, as amended (Exhibit 4(a) to Form 10-Q
               filed for the quarter ended September 30, 1988 and Exhibit 1
               to Form 8 filed on October 1, 1990).

5 and 23(i)    Opinion and Consent of Bruce H. Wyatt.

23(ii)         Consent of Arthur Andersen LLP.

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

99*            1996 Stock Option Plan, as amended (Exhibit 10 to Form 10-Q
               filed for the quarter ended June 30, 1996).

Item 9.  Undertakings.

      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 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.
                                     
                                    -4-
<PAGE>

      (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (4)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 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.

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

                                SIGNATURES
                                     
      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all 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 Westfield, Commonwealth of
Massachusetts, on September 4, 1996.



                                    STANHOME INC.
                                    (Registrant)


                                    By:/s/G. William Seawright
                                       G. William Seawright
                                       President and Chief Executive
                                       Officer





                                    -5-
                                     


<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below.  Each person
whose signature appears below constitutes and appoints G. William Seawright
and Bruce H. Wyatt, 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 and all amendments to the registration statement
and any post-effective amendments thereto, 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Signature                      Title                         Date


/s/H.L. Tower              Chairman of the Board         September 4, 1996
H.L. Tower


/s/John F. Cauley, Jr.     Director                      September 4, 1996
John F. Cauley, Jr.


/s/Janet M. Clarke         Director                      September 4, 1996
Janet M. Clarke


/s/Charles W. Elliott      Director                      September 4, 1996
Charles W. Elliott


/s/Judith R. Haberkorn     Director                      September 4, 1996
Judith R. Haberkorn


/s/Thomas R. Horton        Director                      September 4, 1996
Thomas R. Horton


/s/Allan G. Keirstead      Director, Executive Vice      September 4, 1996
Allan G. Keirstead         President, Chief
                           Administrative & Financial
                           Officer and Controller


/s/Homer G. Perkins        Director                      September 4, 1996
Homer G. Perkins


/s/G. William Seawright    Director, President and       September 4, 1996
G. William Seawright       Chief Executive Officer


/s/Anne-Lee Verville       Director                      September 4, 1996
Anne-Lee Verville

                                    -6-
<PAGE>

                               EXHIBIT INDEX
                                     

EXHIBIT
NUMBER         EXHIBIT

4*             Rights Agreement, as amended (Exhibit 4(a)to Form 10-Q filed
               for the quarter ended September 30, 1988 and Exhibit 1 to
               Form 8 filed on October 1, 1990).

5 and 23(i)    Opinion and Consent of Bruce H. Wyatt.

23(ii)         Consent of Arthur Andersen LLP.

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

99*            1996 Stock Option Plan, as amended (Exhibit 10 to Form 10-Q
               filed for the quarter ended June 30, 1996).

____________________________

*Incorporated By Reference

































                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                    -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16922}]
{"company-data": {"conformed-name": "STANHOME INC", "cik": "0000093542", "assigned-sic": "5190", "irs-number": "041864170", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11501", "film-number": "96626668"}, "business-address": {"street1": "333 WESTERN AVE", "city": "WESTFIELD", "state": "MA", "zip": "01085", "phone": "4135623631"}, "former-company": {"former-conformed-name": "STANLEY HOME PRODUCTS INC", "date-changed": "19820513"}}
Registration No. 333-____________

___________________________________________________________________________
___________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                                     
                           WASHINGTON, DC 20549
                          ______________________
                                     
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ______________________
                                     
                                     
                               STANHOME INC.
          (Exact Name of Registrant as Specified in Its Charter)
                                     
                                     

     MASSACHUSETTS                                     04-1864170
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

333 Western Avenue, Westfield, Massachusetts                  01085
 (Address of Principal Executive Offices)                   (Zip Code)
               ____________________________________________
                                     
                          1996 STOCK OPTION PLAN
                         (Full Title of the Plan)
               ____________________________________________
                                     
                         Bruce H. Wyatt, Secretary
                               Stanhome Inc.
                            333 Western Avenue
                      Westfield, Massachusetts 01085
                  (Name and Address of Agent For Service)
                                     
                              (413) 562-3631
       (Telephone Number, Including Area Code, of Agent For Service)
               ____________________________________________
CALCULATION OF REGISTRATION FEE

____________________________________________________________________
____________________________________________________________________

                               Proposed     Proposed
                               Maximum      Maximum
Title of                       Offering     Aggregate    Amount of
Securities to  Amount to be    Price Per    Offering     Registration
be Registered  Registered
Unit         Price
Fee
____________________________________________________________________
Common Stock   12,000          $29.625      $355,500     $122.59
$0.125         Shares
Par Value

               295,880         $29.50       $8,728,460   $3,009.81
               Shares

               1,192,120       $25.75
$30,697,090  $10,585.20
               Shares
____________________________________________________________________

Total          1,500,000                    $39,781,050  $13,717.60
               Shares
____________________________________________________________________
____________________________________________________________________
This Registration Statement also covers such additional number of
shares of Common Stock as may be issuable by reason of the operation of
applicable antidilution provisions.
Estimated in accordance with Rule 457(c) and (h) solely for purposes
of calculating the registration fee, based on the average of the high and
low prices of the securities to be registered as reported on the New York
Stock Exchange Composite Tape on September 3, 1996.
-2-
PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
Item 3.  Incorporation of Documents by Reference.

      The following documents filed by Stanhome Inc. (the "Company") with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (File No. 0-1349), are incorporated by reference herein:

      (1)  Annual Report on Form 10-K, as amended by Form 10-K/A (Amendment
No. 1), for the fiscal year ended December 31, 1995;

      (2)  Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1996 and June 30, 1996;

      (3)  The description of the Company's Common Stock contained in its
(a) General Form for Registration of Securities on Form 10, dated May 28,
1965, as amended on Form 8 Amendment No. 1, dated December 9, 1965, and
Form 8 Amendment No. 2, dated September 5, 1986; (b) Applications for
Registration of Certain Classes of Securities on Form 8-A, dated September
8, 1986 and October 30, 1987, both as amended on Form 8 Amendment No. 1,
dated May 6, 1988; (c) Application for Registration of Certain Classes of
Securities on Form 8-A, dated September 19, 1988, as amended on Form 8
Amendment No. 1 dated October 1, 1990; and (d) any other applications for
registration of the Company's Common Stock under Section 12 of the
Securities Exchange Act of 1934, as amended, including any amendments or
reports filed for the purpose of updating the description of such class of
securities; and

      (4)  All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, from
the date of filing of such reports and other documents.

Item 4.  Description of Securities.

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      An opinion concerning the legality of the securities being registered
has been rendered by Bruce H. Wyatt, General Counsel of the registrant and
its Vice President, Clerk and Secretary. Currently, Mr. Wyatt directly owns
7,934 shares of the Company's Common Stock, has indirect beneficial
ownership of approximately 7,050 shares of the Company's Common Stock owned
by his spouse and by trustees under Company-sponsored employee benefit
plans, and has been granted options to acquire an additional 72,700 shares
of such stock by the Company's Compensation and Stock Option Committee at
prices ranging from $11.125 to $35.50 per share, 44,450 of which are
exercisable as of September 4, 1996.

Item 6.  Indemnification of Directors and Officers.

      Section 13 of Chapter 156B of the Massachusetts General Laws permits
corporations organized under the laws of the Commonwealth to eliminate or
limit personal liability of their directors to the corporation or its

                               -3-
stockholders for monetary damages resulting from any breach of fiduciary
duty as a director, except under certain circumstances.  Article 6E of the
Company's Restated Articles of Organization, as amended, eliminates the
personal liability of directors of the Company to the Company or its
stockholders for monetary damages to the full extent permitted under
Section 13 of Chapter 156B of the Massachusetts General Laws.  Section 67
of Chapter 156B of the Massachusetts General Laws permits corporations
organized under the laws of the Commonwealth to indemnify directors and
officers under certain circumstances.  Article V of the By-Laws of the
Company provides for the indemnification of any director, officer and
specified key employees of the Company against all expenses, as defined
therein, actually or reasonably incurred by any of them in connection with
any claim asserted against him or her, or in connection with any action,
suit or proceeding, civil or criminal, in which any of them may be involved
as a party, by reason of his or her having been such a director, officer or
specified key employee, provided he or she has acted in good faith in the
reasonable belief that his or her action was in the best interest of the
Company.  The Company has director and officer liability insurance covering
certain expenditures which might arise in connection with such
indemnification.

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

      Copies of the documents listed below which are identified with an
asterisk (*) have been included as exhibits to registration statements or
other documents previously filed with the Commission under the Securities
Exchange Act of 1934, as amended (File Number 0-1349), and are incorporated
by reference herein; the exhibit number and documents with which the
document was originally filed are set forth in parentheses after the
description of such exhibit.  Exhibits not so identified are filed
herewith.

EXHIBIT
NUMBER         DESCRIPTION OF DOCUMENT

4*             Rights Agreement, as amended (Exhibit 4(a) to Form 10-Q
               filed for the quarter ended September 30, 1988 and Exhibit 1
               to Form 8 filed on October 1, 1990).

5 and 23(i)    Opinion and Consent of Bruce H. Wyatt.

23(ii)         Consent of Arthur Andersen LLP.

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

99*            1996 Stock Option Plan, as amended (Exhibit 10 to Form 10-Q
               filed for the quarter ended June 30, 1996).

Item 9.  Undertakings.

      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 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.
                                     
                                    -4-
(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (4)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 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.

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

                                SIGNATURES
                                     
      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all 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 Westfield, Commonwealth of
Massachusetts, on September 4, 1996.

                                    STANHOME INC.
                                    (Registrant)

                                    By:/s/G. William Seawright
                                       G. William Seawright
                                       President and Chief Executive
                                       Officer

                                    -5-
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below.  Each person
whose signature appears below constitutes and appoints G. William Seawright
and Bruce H. Wyatt, 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 and all amendments to the registration statement
and any post-effective amendments thereto, 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Signature                      Title                         Date

/s/H.L. Tower              Chairman of the Board         September 4, 1996
H.L. Tower

/s/John F. Cauley, Jr.     Director                      September 4, 1996
John F. Cauley, Jr.

/s/Janet M. Clarke         Director                      September 4, 1996
Janet M. Clarke

/s/Charles W. Elliott      Director                      September 4, 1996
Charles W. Elliott

/s/Judith R. Haberkorn     Director                      September 4, 1996
Judith R. Haberkorn

/s/Thomas R. Horton        Director                      September 4, 1996
Thomas R. Horton

/s/Allan G. Keirstead      Director, Executive Vice      September 4, 1996
Allan G. Keirstead         President, Chief
                           Administrative & Financial
                           Officer and Controller

/s/Homer G. Perkins        Director                      September 4, 1996
Homer G. Perkins

/s/G. William Seawright    Director, President and       September 4, 1996
G. William Seawright       Chief Executive Officer

/s/Anne-Lee Verville       Director                      September 4, 1996
Anne-Lee Verville

                                    -6-
EXHIBIT INDEX
                                     

EXHIBIT
NUMBER         EXHIBIT

4*             Rights Agreement, as amended (Exhibit 4(a)to Form 10-Q filed
               for the quarter ended September 30, 1988 and Exhibit 1 to
               Form 8 filed on October 1, 1990).

5 and 23(i)    Opinion and Consent of Bruce H. Wyatt.

23(ii)         Consent of Arthur Andersen LLP.

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

99*            1996 Stock Option Plan, as amended (Exhibit 10 to Form 10-Q
               filed for the quarter ended June 30, 1996).

____________________________

*Incorporated By Reference

                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                    -7-