Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                        OLIN CORPORATION
     (Exact name of registrant as specified in its charter)
            Virginia                               13-1872319
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

                       120 Long Ridge Road
                  Stamford, Connecticut  06904
       (Address of Principal Executive Offices) (Zip Code)

   OLIN CORPORATION 1994 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                    (Full title of the plan)

                       J. M. Jackson, Jr.
                            Secretary
                        Olin Corporation
                       120 Long Ridge Road
                  Stamford, Connecticut  06904
             (Name and address of agent for service)

                         (203) 356-3126
  (Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

                                 Proposed        Proposed
                     Amount      maximum         maximum          Amount of
Title of securities  to be       offering price  aggregate        registration
to be registered     registered  per share(1)    offering price(1)  fee

Common Stock (par    90,000 shs.   $56.57        $5,091,300       $1,756
value $1.00 per
  share)

    (1)  The price of $56.57 per share, which was the average of the
high and low prices of Common Stock as reported in the New York Stock
Exchange consolidated reporting system on August 19, 1994, is set
forth solely for purposes of calculating the registration fee pursuant
to Rule 457(h).


                                  PART I
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.


     Not required to be filed with the Securities and
Exchange Commission (the "Commission").


Item 2.   Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.


                                  PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Commission by
Olin Corporation (the "Company") are incorporated herein by
reference as of their respective dates:

     (a)  Olin Corporation Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (and the documents
incorporated by reference therein).

     (b)  Olin Corporation Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1994 and June 30, 1994 (and
the documents incorporated by reference therein).

     (c)  Olin Corporation Current Report on Form 8-K, dated
January 10, 1994.

     (d)  Olin Corporation Quarterly Report on Form 10-Q for
the quarter ended September 30, 1991, containing a
description of the Common Stock.

     (e)  Olin Corporation Form 8-A dated February 28, 1986
containing a description of Olin Common Stock Purchase
Rights.

     All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and 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 and to be part hereof from the
date of filing such documents.

Item 4.   Description of Securities.

     Not applicable.


Item 5.   Interest of Named Experts and Counsel.

     The validity of the Common Stock offered hereby has
been passed upon by Johnnie M. Jackson, Jr., General
Counsel-Corporate Resources and Secretary. As of June 1,
1994, Mr. Jackson beneficially owned 6,890 shares of the
Company's Common Stock (including 4,485 employee stock
options presently exercisable) and holds additional employee
stock options not yet exercisable to purchase 1,260
additional shares of the Company's Common Stock.  Mr.
Jackson also as of June 1, 1994 owns beneficially and
indirectly in the Company's Contributing Employee Ownership
Plan 346 shares of the Company's ESOP Preferred Stock.

Item 6.   Indemnification of Directors and Officers.

     The Virginia Stock Corporation Act permits, and the
Company's By-laws require, indemnification of Olin's
directors, officers and employees in a variety of
circumstances.  Under Sections 13.1-697 and 13.1-704 of the
Virginia Stock Corporation Act, a Virginia corporation
generally is authorized to indemnify its directors, officers
and employees in civil or criminal actions if such persons
acted in good faith and believed their conduct to be in the
best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that
their conduct was unlawful.  The Company's By-laws require
indemnification of directors, officers and employees with
respect to certain liabilities, expenses, and other amounts
imposed upon such persons by reason of having been
directors, officers or employees if such persons acted in
good faith and believed that their conduct was in the best
interests of the Company or related entity.  Also, Section
13.1-692.1 of the Virginia Stock Corporation Act permits a
Virginia corporation to limit or totally eliminate the
liability of a director or officer in a shareholder or
derivative proceeding.

     Directors and officers of the Company are insured,
subject to certain exclusions and limits and to the extent
not otherwise indemnified by the Company, against loss
(including expenses incurred in the defense of actions,
suits and proceedings in connection therewith) arising from
any error, misstatement, misleading statement, omission or
other act made or performed in their capacity as directors
and officers.  The policies also reimburse the Company for
liability incurred in the indemnification of its directors
and officers under common or statutory laws or the By-Laws,
subject to the terms, conditions and exclusions of the
policy.  In addition, directors, officers and other
employees of the Company who may be "fiduciaries" as that
term is used in the Employee Retirement Income Security Act
of 1974 are insured with respect to liabilities under such
Act.

Item 7.   Exception from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

Exhibit No.        Description of Exhibit

3(a)               Restated Articles of Incorporation as
                   amended effective January 15, 1992.
                   Incorporated by reference to Exhibit 3(a)
                   to the Company's Form 10-K for the fiscal
                   year ended December 31, 1991 (SEC File
                   No. 1-1070).

3(b)               By-laws as amended effective April 28,
                   1994.  Incorporated by reference to
                   Exhibit 3 to the Company's Form 10-Q for
                   the quarter ended March 31, 1994 (SEC
                   File No. 1-1070).

4(a)               Description of the Company's Common Stock
                   Purchase Rights and Rights Agreement
                   dated February 27, 1986 between the
                   Company and Manufacturers Hanover Trust
                   Company, Rights Agent.  Incorporated by
                   reference to the Company's Form 8-A dated
                   February 28, 1986 (SEC File No. 1-1070).

4(b)               Description of the Company's Common
                   Stock.  Incorporated by reference to Item
                   5 to the Company's Form 10-Q for the
                   quarter ended September 30, 1991 (SEC
                   File No. 1-1070).

5                  Opinion of Johnnie M. Jackson, Jr., Esq.

23(a)              Consent of KPMG Peat Marwick LLP.

23(b)              Consent of Johnnie M. Jackson, Jr., Esq.
                   (included in Exhibit 5).

24(a)              Powers of Attorney.

24(b)              Certified Resolutions.

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 of
                1933, as amended (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;

          (iii) To include any material information with
                respect to the plan of distribution not
                previously disclosed in the registration
                statement or any material change to such
                information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the 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 Securities Exchange Act of 1934
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 bon 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.

     (b)  The undersigned registrant hereby undertakes that,
for the 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
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to 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.

     (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 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

         The Registrant.  Pursuant to the requirements of
the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the
requirements for the filing on the 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 Stamford, State of Connecticut, on this 28th day of
July, 1994.

                                       OLIN CORPORATION



                                       By  J. M. Jackson, Jr.
                                           J. M. Jackson, Jr.
                                           Secretary

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

        Signature                      Title

John W. Johnstone, Jr.
John W. Johnstone, Jr.            Chairman of the Board,
                                  Chief Executive Officer
                                  and Director(Principal
																																		Executive Officer)


James A. Riggs
James A. Riggs                    Senior Vice President and
                                  Chief Financial Officer
                                  (Principal Financial
																																			Officer)

Robert A. Beyerl
Robert A. Beyerl                  Vice President and Controller
                                  (Principal Accounting Officer)

Robert R. Frederick
Robert R. Frederick               Director


Donald W. Griffin
Donald W. Griffin                 Director



Dated:  July 28, 1994


William W. Higgins
William W. Higgins                Director


Robert Holland, Jr.
Robert Holland, Jr.               Director


Jack D. Kuehler
Jack D. Kuehler                   Director


H. William Lichtenberger
H. William Lichtenberger          Director


G. Jackson Ratcliffe, Jr.
G. Jackson Ratcliffe, Jr.         Director


William L. Read
William L. Read                   Director


John P. Schaefer
John P. Schaefer                  Director


Irving Shain
Irving Shain                      Director


Dated:  July 28, 1994

                               EXHIBIT INDEX



Exhibit No.     Description

3(a)            Restated Articles of Incorporation as
                amended effective January 15, 1992.
                Incorporated by reference to Exhibit 3(a) to
                the Company's Form 10-K for the fiscal year
                ended December 31, 1991 (SEC File
                No. 1-1070).

3(b)            By-laws as amended effective April 28, 1994.
                Incorporated by reference to Exhibit 3 to
                the Company's Form 10-Q for the quarter
                ended March 31, 1994 (SEC File No. 1-1070).

4(a)            Description of the Company's Common Stock
                Purchase Rights and Rights Agreement dated
                February 27, 1986 between the Company and
                Manufacturers Hanover Trust Company, Rights
                Agent. Incorporated by reference to the
                Company's Form 8-A dated February 28, 1986
                (SEC File No. 1-1070).

4(b)            Description of the Company's Common Stock.
                Incorporated by reference to Item 5 of the
                Company's Form 10-Q for the quarter ended
                September 30, 1991 (SEC File No. 1-1070).

5               Opinion of Johnnie M. Jackson, Jr., Esq.

23(a)           Consent of KPMG Peat Marwick LLP.

23(b)           Consent of Johnnie M. Jackson, Jr., Esq.
                (included in Exhibit 5).

24(a)           Powers of Attorney.

24(b)           Certified Resolutions.
[{"type": "S-8", "sequence": "1", "description": "CONTENTS OF S-8", "secsgml_size_bytes": 15960}]
{"company-data": {"conformed-name": "OLIN CORP", "cik": "0000074303", "assigned-sic": "2800", "irs-number": "131872319", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55187", "film-number": "94545471"}, "business-address": {"street1": "120 LONG RIDGE RD", "city": "STAMFORD", "state": "CT", "zip": "06904-1355", "phone": "2033562000"}, "former-company": {"former-conformed-name": "OLIN MATHIESON CHEMICAL CORP", "date-changed": "19691008"}}
Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                        OLIN CORPORATION
     (Exact name of registrant as specified in its charter)
            Virginia                               13-1872319
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

                       120 Long Ridge Road
                  Stamford, Connecticut  06904
       (Address of Principal Executive Offices) (Zip Code)

   OLIN CORPORATION 1994 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                    (Full title of the plan)

                       J. M. Jackson, Jr.
                            Secretary
                        Olin Corporation
                       120 Long Ridge Road
                  Stamford, Connecticut  06904
             (Name and address of agent for service)

                         (203) 356-3126
  (Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

                                 Proposed        Proposed
                     Amount      maximum         maximum          Amount of
Title of securities  to be       offering price  aggregate        registration
to be registered     registered  per share(1)    offering price(1)  fee

Common Stock (par    90,000 shs.   $56.57        $5,091,300       $1,756
value $1.00 per
  share)

    (1)  The price of $56.57 per share, which was the average of the
high and low prices of Common Stock as reported in the New York Stock
Exchange consolidated reporting system on August 19, 1994, is set
forth solely for purposes of calculating the registration fee pursuant
to Rule 457(h).

                                  PART I
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     Not required to be filed with the Securities and
Exchange Commission (the "Commission").

Item 2.   Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.

                                  PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Commission by
Olin Corporation (the "Company") are incorporated herein by
reference as of their respective dates:

     (a)  Olin Corporation Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (and the documents
incorporated by reference therein).

     (b)  Olin Corporation Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1994 and June 30, 1994 (and
the documents incorporated by reference therein).

     (c)  Olin Corporation Current Report on Form 8-K, dated
January 10, 1994.

     (d)  Olin Corporation Quarterly Report on Form 10-Q for
the quarter ended September 30, 1991, containing a
description of the Common Stock.

     (e)  Olin Corporation Form 8-A dated February 28, 1986
containing a description of Olin Common Stock Purchase
Rights.

     All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and 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 and to be part hereof from the
date of filing such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest of Named Experts and Counsel.

     The validity of the Common Stock offered hereby has
been passed upon by Johnnie M. Jackson, Jr., General
Counsel-Corporate Resources and Secretary. As of June 1,
1994, Mr. Jackson beneficially owned 6,890 shares of the
Company's Common Stock (including 4,485 employee stock
options presently exercisable) and holds additional employee
stock options not yet exercisable to purchase 1,260
additional shares of the Company's Common Stock.  Mr.
Jackson also as of June 1, 1994 owns beneficially and
indirectly in the Company's Contributing Employee Ownership
Plan 346 shares of the Company's ESOP Preferred Stock.

Item 6.   Indemnification of Directors and Officers.

     The Virginia Stock Corporation Act permits, and the
Company's By-laws require, indemnification of Olin's
directors, officers and employees in a variety of
circumstances.  Under Sections 13.1-697 and 13.1-704 of the
Virginia Stock Corporation Act, a Virginia corporation
generally is authorized to indemnify its directors, officers
and employees in civil or criminal actions if such persons
acted in good faith and believed their conduct to be in the
best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that
their conduct was unlawful.  The Company's By-laws require
indemnification of directors, officers and employees with
respect to certain liabilities, expenses, and other amounts
imposed upon such persons by reason of having been
directors, officers or employees if such persons acted in
good faith and believed that their conduct was in the best
interests of the Company or related entity.  Also, Section
13.1-692.1 of the Virginia Stock Corporation Act permits a
Virginia corporation to limit or totally eliminate the
liability of a director or officer in a shareholder or
derivative proceeding.

     Directors and officers of the Company are insured,
subject to certain exclusions and limits and to the extent
not otherwise indemnified by the Company, against loss
(including expenses incurred in the defense of actions,
suits and proceedings in connection therewith) arising from
any error, misstatement, misleading statement, omission or
other act made or performed in their capacity as directors
and officers.  The policies also reimburse the Company for
liability incurred in the indemnification of its directors
and officers under common or statutory laws or the By-Laws,
subject to the terms, conditions and exclusions of the
policy.  In addition, directors, officers and other
employees of the Company who may be "fiduciaries" as that
term is used in the Employee Retirement Income Security Act
of 1974 are insured with respect to liabilities under such
Act.

Item 7.   Exception from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

Exhibit No.        Description of Exhibit

3(a)               Restated Articles of Incorporation as
                   amended effective January 15, 1992.
                   Incorporated by reference to Exhibit 3(a)
                   to the Company's Form 10-K for the fiscal
                   year ended December 31, 1991 (SEC File
                   No. 1-1070).

3(b)               By-laws as amended effective April 28,
                   1994.  Incorporated by reference to
                   Exhibit 3 to the Company's Form 10-Q for
                   the quarter ended March 31, 1994 (SEC
                   File No. 1-1070).

4(a)               Description of the Company's Common Stock
                   Purchase Rights and Rights Agreement
                   dated February 27, 1986 between the
                   Company and Manufacturers Hanover Trust
                   Company, Rights Agent.  Incorporated by
                   reference to the Company's Form 8-A dated
                   February 28, 1986 (SEC File No. 1-1070).

4(b)               Description of the Company's Common
                   Stock.  Incorporated by reference to Item
                   5 to the Company's Form 10-Q for the
                   quarter ended September 30, 1991 (SEC
                   File No. 1-1070).

5                  Opinion of Johnnie M. Jackson, Jr., Esq.

23(a)              Consent of KPMG Peat Marwick LLP.

23(b)              Consent of Johnnie M. Jackson, Jr., Esq.
                   (included in Exhibit 5).

24(a)              Powers of Attorney.

24(b)              Certified Resolutions.

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 of
                1933, as amended (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;

          (iii) To include any material information with
                respect to the plan of distribution not
                previously disclosed in the registration
                statement or any material change to such
                information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the 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 Securities Exchange Act of 1934
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 bon 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.

     (b)  The undersigned registrant hereby undertakes that,
for the 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
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to 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.

     (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 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

         The Registrant.  Pursuant to the requirements of
the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the
requirements for the filing on the 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 Stamford, State of Connecticut, on this 28th day of
July, 1994.

                                       OLIN CORPORATION

                                       By  J. M. Jackson, Jr.
                                           J. M. Jackson, Jr.
                                           Secretary

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

        Signature                      Title

John W. Johnstone, Jr.
John W. Johnstone, Jr.            Chairman of the Board,
                                  Chief Executive Officer
                                  and Director(Principal
																																		Executive Officer)

James A. Riggs
James A. Riggs                    Senior Vice President and
                                  Chief Financial Officer
                                  (Principal Financial
																																			Officer)

Robert A. Beyerl
Robert A. Beyerl                  Vice President and Controller
                                  (Principal Accounting Officer)

Robert R. Frederick
Robert R. Frederick               Director

Donald W. Griffin
Donald W. Griffin                 Director

Dated:  July 28, 1994

William W. Higgins
William W. Higgins                Director

Robert Holland, Jr.
Robert Holland, Jr.               Director

Jack D. Kuehler
Jack D. Kuehler                   Director

H. William Lichtenberger
H. William Lichtenberger          Director

G. Jackson Ratcliffe, Jr.
G. Jackson Ratcliffe, Jr.         Director

William L. Read
William L. Read                   Director

John P. Schaefer
John P. Schaefer                  Director

Irving Shain
Irving Shain                      Director

Dated:  July 28, 1994

                               EXHIBIT INDEX

Exhibit No.     Description

3(a)            Restated Articles of Incorporation as
                amended effective January 15, 1992.
                Incorporated by reference to Exhibit 3(a) to
                the Company's Form 10-K for the fiscal year
                ended December 31, 1991 (SEC File
                No. 1-1070).

3(b)            By-laws as amended effective April 28, 1994.
                Incorporated by reference to Exhibit 3 to
                the Company's Form 10-Q for the quarter
                ended March 31, 1994 (SEC File No. 1-1070).

4(a)            Description of the Company's Common Stock
                Purchase Rights and Rights Agreement dated
                February 27, 1986 between the Company and
                Manufacturers Hanover Trust Company, Rights
                Agent. Incorporated by reference to the
                Company's Form 8-A dated February 28, 1986
                (SEC File No. 1-1070).

4(b)            Description of the Company's Common Stock.
                Incorporated by reference to Item 5 of the
                Company's Form 10-Q for the quarter ended
                September 30, 1991 (SEC File No. 1-1070).

5               Opinion of Johnnie M. Jackson, Jr., Esq.

23(a)           Consent of KPMG Peat Marwick LLP.

23(b)           Consent of Johnnie M. Jackson, Jr., Esq.
                (included in Exhibit 5).

24(a)           Powers of Attorney.

24(b)           Certified Resolutions.