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 Contributing Employee Ownership Plan
Annual Report on Form 11-K for the fiscal year ended June 30,
1993.

    (c) Olin Corporation Quarterly Report on Form 10-Q for the
quarter ended September 30, 1991, containing descriptions of the
Common Stock and ESOP Preferred Stock.

    (d) 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 or by the
Olin Corporation Contributing Employee Ownership Plan 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.

    As of December 31, 1993, Johnnie M. Jackson, Jr., counsel for
the registrant, beneficially owned 2,379 shares of the Company's
Common Stock and 324 shares of the Company's ESOP Preferred Stock
and holds employee stock options to purchase 4,485 additional
shares of the Company's Common 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)           Articles of Amendment designating ESOP Preferred
               Shares, par value $1 per share.  Incorporated by
               reference to Exhibit 4 to the Company's Form 10-Q
               for the quarter ended June 30, 1989 (SEC File No.
               1-1070).

3(c)           By-laws as amended effective March 1, 1994.
               Incorporated by reference to Exhibit 3(b) to the
               Company's Form 10-K for the fiscal year ended
               December 31, 1993 (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.

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

24(a)          Powers of Attorney.

24(b)          Certified Resolutions.

The undersigned registrant will submit the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to
qualify the plan.

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 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.

    (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 14th day of March, 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.        Chairman of the Board,
                                  Chief Executive Officer
                                  and Director
                                  (Principal Executive Officer)


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

          *
   Emanuel J. DiTeresi         Vice President and Controller
                                  (Principal Accounting Officer)

          *
  Robert R. Frederick          Director


          *
   Donald W. Griffin           Director


*By   J. M. Jackson, Jr.
     (J. M. Jackson, Jr.,
      Attorney-in-fact)

Dated:  March 14, 1994


            *
   William W. Higgins          Director


          *
   Robert Holland, Jr.         Director


          *
   Jack D. Kuehler             Director


          *
H. William Lichtenberger       Director


          *
G. Jackson Ratcliffe, Jr.      Director


          *
    William L. Read            Director


          *
    John P. Schaefer           Director


          *
     Irving Shain              Director


          *
 Eugene F. Williams, Jr.       Director


          *
     Robert L. Yohe             Director


*By     J. M. Jackson, Jr.
     (J. M. Jackson, Jr.,
      Attorney-in-fact)

Dated:  March 14, 1994


       The Plan.  Pursuant to the requirements of the Securities
Act of 1933, the trustees (or other persons who administer the
employee benefit plan) have 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 March 14, 1994.

                                OLIN CORPORATION CONTRIBUTING
                                  EMPLOYEE OWNERSHIP PLAN


                                By: Members of the Olin Contributing
                                    Employee Ownership Plan Committee



                                        Peter C. Kosche
                                        Peter C. Kosche


                                        John W. Daly
                                        John W. Daly


                                        Carol L. Matthews
                                        Carol L. Matthews


                                        Carmen I. Ramos
                                        Carmen I. Ramos


                                        Diana L. Stepankiw
                                        Diana L. Stepankiw


                        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)         Articles of Amendment designating ESOP Preferred
             Shares, par value $1 per share.  Incorporated by
             reference to Exhibit 4 to the Company's Form 10-Q
             for the quarter ended June 30, 1989 (SEC File No.
             1-1070).

3(c)         By-laws as amended effective March 1, 1994.
             Incorporated by reference to Exhibit 3(b) to the
             Company's Form 10-K for the fiscal year ended
             December 31, 1993 (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.

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": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15161}]
{"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": "033-52681", "film-number": "94516109"}, "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"}}
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 Contributing Employee Ownership Plan
Annual Report on Form 11-K for the fiscal year ended June 30,
1993.

    (c) Olin Corporation Quarterly Report on Form 10-Q for the
quarter ended September 30, 1991, containing descriptions of the
Common Stock and ESOP Preferred Stock.

    (d) 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 or by the
Olin Corporation Contributing Employee Ownership Plan 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.

    As of December 31, 1993, Johnnie M. Jackson, Jr., counsel for
the registrant, beneficially owned 2,379 shares of the Company's
Common Stock and 324 shares of the Company's ESOP Preferred Stock
and holds employee stock options to purchase 4,485 additional
shares of the Company's Common 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)           Articles of Amendment designating ESOP Preferred
               Shares, par value $1 per share.  Incorporated by
               reference to Exhibit 4 to the Company's Form 10-Q
               for the quarter ended June 30, 1989 (SEC File No.
               1-1070).

3(c)           By-laws as amended effective March 1, 1994.
               Incorporated by reference to Exhibit 3(b) to the
               Company's Form 10-K for the fiscal year ended
               December 31, 1993 (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.

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

24(a)          Powers of Attorney.

24(b)          Certified Resolutions.

The undersigned registrant will submit the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to
qualify the plan.

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 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.

    (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 14th day of March, 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.        Chairman of the Board,
                                  Chief Executive Officer
                                  and Director
                                  (Principal Executive Officer)

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

          *
   Emanuel J. DiTeresi         Vice President and Controller
                                  (Principal Accounting Officer)

          *
  Robert R. Frederick          Director

          *
   Donald W. Griffin           Director

*By   J. M. Jackson, Jr.
     (J. M. Jackson, Jr.,
      Attorney-in-fact)

Dated:  March 14, 1994

            *
   William W. Higgins          Director

          *
   Robert Holland, Jr.         Director

          *
   Jack D. Kuehler             Director

          *
H. William Lichtenberger       Director

          *
G. Jackson Ratcliffe, Jr.      Director

          *
    William L. Read            Director

          *
    John P. Schaefer           Director

          *
     Irving Shain              Director

          *
 Eugene F. Williams, Jr.       Director

          *
     Robert L. Yohe             Director

*By     J. M. Jackson, Jr.
     (J. M. Jackson, Jr.,
      Attorney-in-fact)

Dated:  March 14, 1994

       The Plan.  Pursuant to the requirements of the Securities
Act of 1933, the trustees (or other persons who administer the
employee benefit plan) have 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 March 14, 1994.

                                OLIN CORPORATION CONTRIBUTING
                                  EMPLOYEE OWNERSHIP PLAN

                                By: Members of the Olin Contributing
                                    Employee Ownership Plan Committee

                                        Peter C. Kosche
                                        Peter C. Kosche

                                        John W. Daly
                                        John W. Daly

                                        Carol L. Matthews
                                        Carol L. Matthews

                                        Carmen I. Ramos
                                        Carmen I. Ramos

                                        Diana L. Stepankiw
                                        Diana L. Stepankiw

                        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)         Articles of Amendment designating ESOP Preferred
             Shares, par value $1 per share.  Incorporated by
             reference to Exhibit 4 to the Company's Form 10-Q
             for the quarter ended June 30, 1989 (SEC File No.
             1-1070).

3(c)         By-laws as amended effective March 1, 1994.
             Incorporated by reference to Exhibit 3(b) to the
             Company's Form 10-K for the fiscal year ended
             December 31, 1993 (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.

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

24(a)        Powers of Attorney.

24(b)        Certified Resolutions.