Registration No. 33-_______

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
                               _________________________
                                       FORM S-8
                                REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                               _________________________

                            STONE & WEBSTER, INCORPORATED
                (Exact name of registrant as specified in its charter)

       Delaware                                  13-5416910
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
 incorporation or organization)

                     250 West 34th Street, New York, New York 10119
                       (Address of principal executive offices)

                                Employee Investment Plan
                                          of
             Stone & Webster, Incorporated and Participating Subsidiaries
                               (Full title of the plan)
                               _________________________

                              Peter F. Durning, Secretary
                             Stone & Webster, Incorporated
                                 250 West 34th Street
                               New York, New York 10119
                        (Name and address of agent for service)

                                    (212) 290-7500
             (Telephone number, including area code, of agent for service)
                              ___________________________
 
                         CALCULATION OF REGISTRATION FEE
 
Title of                         Proposed      Proposed
each class                       maximum       maximum
of securities      Amount        offering      aggregate      Amount of
to be              to be         price per     offering       registration
registered         registered    unit          price          fee

Interests in Employee
Investment Plan       -             -             -                -

Common Stock,      500,000(1)    $31.875(2)  $15,937,500(2)    $4,829.55
$1 par value       shares

     (1) Based on the history of the Employee  Investment  Plan, it is estimated
that this figure is the approximate number of shares of Common Stock which would
be purchased  under the Plan (with employer and employee  contributions)  during
the next several years.

     (2) The price of $31.875  per share,  which was the average of the high and
low  prices of the  Common  Stock as  reported  on the New York  Stock  Exchange
consolidated  reporting  system on January  10,  1997,  is set forth  solely for
purposes of calculating the registration fee pursuant to Rule 457(h), and is the
estimated  maximum  offering price of the shares which would be purchased  under
the Plan (with  employer  and  employee  contributions)  during the next several
years.


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

Item 1.     Plan Information.*

Item 2.     Registrant Information and Employee Plan Annual Information.*








































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









                                        I-1



<PAGE>
                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
 
               The documents  listed below are hereby  incorporated by reference
          and made a part hereof, and all documents  subsequently filed by Stone
          & Webster,  Incorporated  (the "Company")  pursuant to Sections 13(a),
          13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934 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
          herein  and to be a part  hereof  from  the  date  of  filing  of such
          documents.

                  (a) The annual report on Form 10-K of the Company for the
            year ended December 31, 1995 (and the documents incorporated
            by reference therein).

                  (b) All other reports filed by the Company pursuant to
            Section 13 or 15(d) of the Securities Exchange Act of 1934
            since the end of the fiscal year covered by the annual report
            referred to in (a) above.

                  (c) The description of the Company's Common Stock which
            is contained in the Company's registration statement filed
            under the Securities Exchange Act of 1934, including any
            amendments or reports filed for purposes of updating such
            descriptions.

                  (d) The Company's definitive proxy statement filed
            pursuant to Section 14 of the Securities Exchange Act of 1934
            in connection with the 1996 Annual Meeting of Shareholders.

Item 4.     Description of Securities.

                 Not applicable.

Item 5.     Interests of Named Experts and Counsel.

                    The  consolidated  financial  statements  and the  financial
               statement  schedule  of the Company  and its  Subsidiaries  as of
               December  31,  1995 and 1994,  and for each of the three years in
               the period ended December 31, 1995,  incorporated by reference in
               this Registration  Statement,  have been  incorporated  herein in
               reliance upon the report of Coopers & Lybrand L.L.P., independent
               accountants,  given on the  authority  of that firm as experts in
               accounting and auditing.

Item 6.     Indemnification of Directors and Officers.

                 Section 145 of Chapter 1 of the General Corporation
            Law of the State of Delaware and Section 14 of Article Sixth
            of the Company's Restated Certificate of Incorporation permit
            the indemnification under certain circumstances of directors
            or officers of the Company and its subsidiaries for expenses
            incurred in connection with the defense of actions, suits or
            proceedings against them as such directors or officers.  The
            Company has purchased from the American International Group a
            Directors, Officers and Corporate Liability policy under which

                                        II-1

<PAGE>

            the directors and officers of Stone & Webster, Incorporated
            and its subsidiaries and the Company are insured against loss
            arising from any claim made against them by reason of any
            wrongful act in their respective capacities.

                 The Shareholders of the Company have approved  amendments to
            the Restated  Certificate of  Incorporation  of the Company which
            limit the personal  liability of the  directors to the Company or
            its   Shareholders  for  monetary  damages  arising  out  of  the
            directors'  breach of their  fiduciary duty of care under certain
            circumstances,  as permitted by the Delaware General  Corporation
            Law.

Item 7.     Exemption from Registration Claimed.

                 Not applicable.

Item 8.     Exhibits.

                 Certain of the following exhibits are filed herewith.
            Certain other of the following exhibits have been filed with
            the Commission and are incorporated herein by reference.

                  4-a   Restated Certificate of Incorporation, defining
                        rights of security holders (Exhibit (3)(a), Form 10-
                        K for the fiscal year ended December 31, 1990 (File
                        No. 1-1228)).

                  4-b   Rights  Agreement,  dated as of August 15, 1996 between
                        Stone   &   Webster,   Incorporated   and   ChaseMellon
                        Shareholder  Services,  L.L.C.  (Exhibit  1.1, Form 8-A
                        dated August 16, 1996).

                  5     An opinion of counsel as to the legality of  securities
                        to be  registered is not filed  herewith  because it is
                        not   anticipated   that   securities  to  be  acquired
                        hereunder  will be  original  issuance  securities;  if
                        original  issuance   securities  were  proposed  to  be
                        acquired,  an opinion of counsel as to the  legality of
                        securities to be acquired  would first be filed under a
                        post-effective amendment hereto.

                *23-a   Consent of Coopers & Lybrand L.L.P.


 
                *Filed herewith


Item 9.     Undertakings.

                 (1) The undersigned registrant hereby undertakes (a) 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; (ii) to reflect in the
            prospectus any facts or events arising after the effective
            date of the registration statement (or the most recent post-
            effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information
            set forth in the registration statement, and (iii) to include

                                        II-2

<PAGE>


            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)
            (i) and (a) (ii) do not apply if the registration statement is
            on Form S-3, Form S-8 or Form F-3, and the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the
            registrant pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act of 1934 that are incorporated by
            reference in the registration statement; (b) 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; and (c) 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.

                 (2) The undersigned registrant hereby undertakes 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 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
            herein, and the offering of such securities at that time shall
            be deemed to be the initial bona fide offering thereof.

                 (3) Insofar as indemnification for liabilities arising
            under the Securities Act of 1933 (which shall not include the
            insurance described under Item 6 above) may be permitted to
            directors, officers and controlling persons of the registrant
            pursuant to the provisions referred to in the first sentence
            under Item 6 of this Registration Statement, 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 said 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
            said Act and will be governed by the final adjudication of
            such issue.
 







                                        II-3


<PAGE>                         
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of
1933, Stone & Webster, Incorporated 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
Boston and State of Massachusetts on this 14th day of January, 1997.

                                    STONE & WEBSTER, INCORPORATED
                                             (Registrant)


                                    By    JEREMIAH P. CRONIN
                                          Jeremiah P. Cronin
                                          Executive Vice President

                 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                        Date



H. KERNER SMITH                    President and                January 14, 1997
H. Kerner Smith                    Chief Executive Officer
                                   (Principal Executive
                                   Officer), and Director


JEREMIAH P. CRONIN                 Executive Vice President     January 14, 1997
Jeremiah P. Cronin                 (Principal Financial
                                   Officer)


DANIEL P. LEVY                     Corporate Controller         January 14, 1997
Daniel P. Levy                     (Principal Accounting
                                   Officer)


FRANK J. A. CILLUFFO               Director                     January 14, 1997
Frank J. A. Cilluffo


DONNA R. FITZPATRICK               Director                     January 14, 1997
Donna R. Fitzpatrick


KENT F. HANSEN                     Chairman of the Board        January 14, 1997
Kent F. Hansen                     and Director


ELVIN R. HEIBERG, III              Director                     January 14, 1997
Elvin R. Heiberg, III


DAVID N. MCCAMMON                  Director                     January 14, 1997
David N. McCammon

                                        II-4

<PAGE>


Signature                          Title                        Date




JOHN P. MERRILL, JR.               Director                     January 14, 1997
John P. Merrill, Jr.


J. ANGUS MCKEE                     Director                     January 14, 1997
J. Angus McKee


BERNARD W. REZNICEK                Director                     January 14, 1997
Bernard W. Reznicek


EDWARD J. WALSH                    Director and                 January 14, 1997
Edward J. Walsh                    Executive Vice President


PETER M. WOOD                      Director                     January 14, 1997
Peter M. Wood





































                                        II-5


<PAGE>

                                     EXHIBIT INDEX



Exhibit Number        Exhibit                                     Page


23-a                  Consent of Coopers & Lybrand L.L.P.         II-7











































                                        II-6

<PAGE>

                                                           EXHIBIT 23-a


                          CONSENT OF INDEPENDENT ACCOUNTANTS
 



            We consent to the incorporation by reference in this
Registration Statement of Stone & Webster, Incorporated on Form S-8  of
our report dated February 20, 1996, on our audits of the consolidated
financial statements and financial statement schedule of Stone &
Webster, Incorporated and Subsidiaries as of December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995,
which report is included in the Company's 1995 Annual Report on Form 10-K.

            We further consent to the reference to our firm in this
Registration Statement under the caption "Interests of Named Experts and
Counsel."




                                               COOPERS & LYBRAND L.L.P.


New York, New York
January 14, 1997
































                                        II-7
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Registration No. 33-_______

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
                               _________________________
                                       FORM S-8
                                REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                               _________________________

                            STONE & WEBSTER, INCORPORATED
                (Exact name of registrant as specified in its charter)

       Delaware                                  13-5416910
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
 incorporation or organization)

                     250 West 34th Street, New York, New York 10119
                       (Address of principal executive offices)

                                Employee Investment Plan
                                          of
             Stone & Webster, Incorporated and Participating Subsidiaries
                               (Full title of the plan)
                               _________________________

                              Peter F. Durning, Secretary
                             Stone & Webster, Incorporated
                                 250 West 34th Street
                               New York, New York 10119
                        (Name and address of agent for service)

                                    (212) 290-7500
             (Telephone number, including area code, of agent for service)
                              ___________________________
 
                         CALCULATION OF REGISTRATION FEE
 
Title of                         Proposed      Proposed
each class                       maximum       maximum
of securities      Amount        offering      aggregate      Amount of
to be              to be         price per     offering       registration
registered         registered    unit          price          fee

Interests in Employee
Investment Plan       -             -             -                -

Common Stock,      500,000(1)    $31.875(2)  $15,937,500(2)    $4,829.55
$1 par value       shares

     (1) Based on the history of the Employee  Investment  Plan, it is estimated
that this figure is the approximate number of shares of Common Stock which would
be purchased  under the Plan (with employer and employee  contributions)  during
the next several years.

     (2) The price of $31.875  per share,  which was the average of the high and
low  prices of the  Common  Stock as  reported  on the New York  Stock  Exchange
consolidated  reporting  system on January  10,  1997,  is set forth  solely for
purposes of calculating the registration fee pursuant to Rule 457(h), and is the
estimated  maximum  offering price of the shares which would be purchased  under
the Plan (with  employer  and  employee  contributions)  during the next several
years.
PART I
                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registrant Information and Employee Plan Annual Information.*

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

                                        I-1
PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
 
               The documents  listed below are hereby  incorporated by reference
          and made a part hereof, and all documents  subsequently filed by Stone
          & Webster,  Incorporated  (the "Company")  pursuant to Sections 13(a),
          13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934 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
          herein  and to be a part  hereof  from  the  date  of  filing  of such
          documents.

                  (a) The annual report on Form 10-K of the Company for the
            year ended December 31, 1995 (and the documents incorporated
            by reference therein).

                  (b) All other reports filed by the Company pursuant to
            Section 13 or 15(d) of the Securities Exchange Act of 1934
            since the end of the fiscal year covered by the annual report
            referred to in (a) above.

                  (c) The description of the Company's Common Stock which
            is contained in the Company's registration statement filed
            under the Securities Exchange Act of 1934, including any
            amendments or reports filed for purposes of updating such
            descriptions.

                  (d) The Company's definitive proxy statement filed
            pursuant to Section 14 of the Securities Exchange Act of 1934
            in connection with the 1996 Annual Meeting of Shareholders.

Item 4.     Description of Securities.

                 Not applicable.

Item 5.     Interests of Named Experts and Counsel.

                    The  consolidated  financial  statements  and the  financial
               statement  schedule  of the Company  and its  Subsidiaries  as of
               December  31,  1995 and 1994,  and for each of the three years in
               the period ended December 31, 1995,  incorporated by reference in
               this Registration  Statement,  have been  incorporated  herein in
               reliance upon the report of Coopers & Lybrand L.L.P., independent
               accountants,  given on the  authority  of that firm as experts in
               accounting and auditing.

Item 6.     Indemnification of Directors and Officers.

                 Section 145 of Chapter 1 of the General Corporation
            Law of the State of Delaware and Section 14 of Article Sixth
            of the Company's Restated Certificate of Incorporation permit
            the indemnification under certain circumstances of directors
            or officers of the Company and its subsidiaries for expenses
            incurred in connection with the defense of actions, suits or
            proceedings against them as such directors or officers.  The
            Company has purchased from the American International Group a
            Directors, Officers and Corporate Liability policy under which

                                        II-1
the directors and officers of Stone & Webster, Incorporated
            and its subsidiaries and the Company are insured against loss
            arising from any claim made against them by reason of any
            wrongful act in their respective capacities.

                 The Shareholders of the Company have approved  amendments to
            the Restated  Certificate of  Incorporation  of the Company which
            limit the personal  liability of the  directors to the Company or
            its   Shareholders  for  monetary  damages  arising  out  of  the
            directors'  breach of their  fiduciary duty of care under certain
            circumstances,  as permitted by the Delaware General  Corporation
            Law.

Item 7.     Exemption from Registration Claimed.

                 Not applicable.

Item 8.     Exhibits.

                 Certain of the following exhibits are filed herewith.
            Certain other of the following exhibits have been filed with
            the Commission and are incorporated herein by reference.

                  4-a   Restated Certificate of Incorporation, defining
                        rights of security holders (Exhibit (3)(a), Form 10-
                        K for the fiscal year ended December 31, 1990 (File
                        No. 1-1228)).

                  4-b   Rights  Agreement,  dated as of August 15, 1996 between
                        Stone   &   Webster,   Incorporated   and   ChaseMellon
                        Shareholder  Services,  L.L.C.  (Exhibit  1.1, Form 8-A
                        dated August 16, 1996).

                  5     An opinion of counsel as to the legality of  securities
                        to be  registered is not filed  herewith  because it is
                        not   anticipated   that   securities  to  be  acquired
                        hereunder  will be  original  issuance  securities;  if
                        original  issuance   securities  were  proposed  to  be
                        acquired,  an opinion of counsel as to the  legality of
                        securities to be acquired  would first be filed under a
                        post-effective amendment hereto.

                *23-a   Consent of Coopers & Lybrand L.L.P.

 
                *Filed herewith

Item 9.     Undertakings.

                 (1) The undersigned registrant hereby undertakes (a) 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; (ii) to reflect in the
            prospectus any facts or events arising after the effective
            date of the registration statement (or the most recent post-
            effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information
            set forth in the registration statement, and (iii) to include

                                        II-2
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)
            (i) and (a) (ii) do not apply if the registration statement is
            on Form S-3, Form S-8 or Form F-3, and the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the
            registrant pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act of 1934 that are incorporated by
            reference in the registration statement; (b) 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; and (c) 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.

                 (2) The undersigned registrant hereby undertakes 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 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
            herein, and the offering of such securities at that time shall
            be deemed to be the initial bona fide offering thereof.

                 (3) Insofar as indemnification for liabilities arising
            under the Securities Act of 1933 (which shall not include the
            insurance described under Item 6 above) may be permitted to
            directors, officers and controlling persons of the registrant
            pursuant to the provisions referred to in the first sentence
            under Item 6 of this Registration Statement, 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 said 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
            said Act and will be governed by the final adjudication of
            such issue.
 

                                        II-3
SIGNATURES

                 Pursuant to the requirements of the Securities Act of
1933, Stone & Webster, Incorporated 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
Boston and State of Massachusetts on this 14th day of January, 1997.

                                    STONE & WEBSTER, INCORPORATED
                                             (Registrant)

                                    By    JEREMIAH P. CRONIN
                                          Jeremiah P. Cronin
                                          Executive Vice President

                 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                        Date

H. KERNER SMITH                    President and                January 14, 1997
H. Kerner Smith                    Chief Executive Officer
                                   (Principal Executive
                                   Officer), and Director

JEREMIAH P. CRONIN                 Executive Vice President     January 14, 1997
Jeremiah P. Cronin                 (Principal Financial
                                   Officer)

DANIEL P. LEVY                     Corporate Controller         January 14, 1997
Daniel P. Levy                     (Principal Accounting
                                   Officer)

FRANK J. A. CILLUFFO               Director                     January 14, 1997
Frank J. A. Cilluffo

DONNA R. FITZPATRICK               Director                     January 14, 1997
Donna R. Fitzpatrick

KENT F. HANSEN                     Chairman of the Board        January 14, 1997
Kent F. Hansen                     and Director

ELVIN R. HEIBERG, III              Director                     January 14, 1997
Elvin R. Heiberg, III

DAVID N. MCCAMMON                  Director                     January 14, 1997
David N. McCammon

                                        II-4
Signature                          Title                        Date

JOHN P. MERRILL, JR.               Director                     January 14, 1997
John P. Merrill, Jr.

J. ANGUS MCKEE                     Director                     January 14, 1997
J. Angus McKee

BERNARD W. REZNICEK                Director                     January 14, 1997
Bernard W. Reznicek

EDWARD J. WALSH                    Director and                 January 14, 1997
Edward J. Walsh                    Executive Vice President

PETER M. WOOD                      Director                     January 14, 1997
Peter M. Wood

                                        II-5
EXHIBIT INDEX

Exhibit Number        Exhibit                                     Page

23-a                  Consent of Coopers & Lybrand L.L.P.         II-7

                                        II-6
EXHIBIT 23-a

                          CONSENT OF INDEPENDENT ACCOUNTANTS
 

            We consent to the incorporation by reference in this
Registration Statement of Stone & Webster, Incorporated on Form S-8  of
our report dated February 20, 1996, on our audits of the consolidated
financial statements and financial statement schedule of Stone &
Webster, Incorporated and Subsidiaries as of December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995,
which report is included in the Company's 1995 Annual Report on Form 10-K.

            We further consent to the reference to our firm in this
Registration Statement under the caption "Interests of Named Experts and
Counsel."

                                               COOPERS & LYBRAND L.L.P.

New York, New York
January 14, 1997

                                        II-7