As filed with the Securities and Exchange Commission on October 31, 1996
                                                Registration No. 333-______
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

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

                              VSE CORPORATION
          (Exact name of registrant as specified in its charter)
     
          Delaware                                       54-069263
 (State or other jurisdiction                        (I.R.S Employer 
 of incorporation or organization)                  Identification No.) 


                          2550 Huntington Avenue
                        Alexandria, Virginia  22303
                              (703) 960-4600

      (Address of Principal Executive Offices, Including Zip Code)
                                    
                             VSE CORPORATION
                               1996 STOCK
                               OPTION PLAN
                        (Full Title of the Plan)
                                    
                               C. S. Weber
                             VSE Corporation
                         2550 Huntington Avenue
                       Alexandria, Virginia  22303
                 (Name and Address of Agent for Service)
                                    
                             (703) 329-4770
      (Telephone Number, Including Area Code, of Agent For Service)
                                    
                                Copy to:
                         Jeffrey E. Jordan, Esq.
                    Arent Fox Kintner Plotkin & Kahn
                      1050 Connecticut Avenue, N.W.
                       Washington, DC  20036-5339
                             _______________
<TABLE>                                    
                     CALCULATION OF REGISTRATION FEE
<CAPTION>
_____________________________________________________________________________
                                   Proposed       Proposed
                                   Maximum        Maximum        
                                   Offering       Aggregate      
                      Amount       Price Per      Offering       Amount of
Title of Securities   to be        Share (1) or   Price (1)      Registration
to be Registered      Registered   Interest (2)   (2)            Fee
-----------------------------------------------------------------------------
<S>                   <C>          <C>            <C>            <C>
Common Stock, 
   $.05 par value     218,966      $17.25         $3,777,163.50  $1,302.47 
_____________________________________________________________________________
                                    
(1) Pursuant to Rule 457(h)(1), based on the average of the high and low prices 
    reported in the NASDAQ National Market within five business days prior to 
    the date of filing.
</TABLE>
                                     
<PAGE>
<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 a Section 10(a)
          prospectus is omitted from the Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933 (the "Securities Act")
          and the Note to Part I of Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

The following documents previously filed by the Registrant with the Securities 
and Exchange Commission (the "Commission") are incorporated by reference in 
this Registration Statement:

1.  The Registrant's Annual Report on Form 10-K for the fiscal year ended 
    December 31, 1995.

2.  The Registrant's quarterly report on Form 10-Q for the period ended 
    March 31, 1996.

3.  The Registrant's quarterly report on Form 10-Q for the period ended 
    June 30, 1996.

4.  All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year 
    ended December 31, 1995.  

5.  Registrant's Form 8-A Registration Statement filed pursuant to Section 12 
    of the Exchange Act, containing a description of the Registrant's common 
    stock ("Shares"), including any amendment or report filed for the purpose 
    of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this Registration Statement and to 
be a part hereof from the date of filing of such documents.


Item 4.   Description of Securities.

     Not Applicable.


<PAGE>




Item 5.   Interests of Named Experts and Counsel

       David M. Osnos, a director of the Registrant, is a partner in the law 
       firm of Arent Fox Kintner Plotkin & Kahn.

Item 6.   Indemnification of Directors and Officers

       Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed action or 
proceeding, whether civil, criminal, administrative or investigative, by reason 
of the fact that he is or was a director, officer, employee or agent of the 
corporation or is or was serving at its request in such capacity in another 
corporation or business association, against expenses (including attorneys' 
fees), judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit or proceeding if he acted 
in good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation, and with respect to any criminal action 
or proceeding, had no reasonable cause to believe his conduct was unlawful.

       Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a 
director of the corporation shall not be personally liable to the corporation 
or its stockholders for monetary damages for breach of fiduciary duty as a 
director, except for liability (i) for any breach of the director's duty of 
loyalty to the corporation or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) 
for any transaction from which the director derived an improper personal 
benefit.

       Article Eleven of the Registrant's Restated Certificate of Incorporation 
provides for the elimination of personal liability of a director for breach of 
fiduciary duty as permitted by Section 102(b)(7) of the Delaware General 
Corporation Law, and Article VII, Section 7 of the Registrant's Bylaws provides 
that the Registrant shall indemnify its directors, officers, employees and 
agents to the extent permitted by Section 145 of the Delaware General 
Corporation Law.

       The Registrant has in effect a directors and officers liability 
insurance policy under which the directors and officers of the Registrant are 
insured against loss arising from claims made against them due to wrongful acts 
while acting in their individual and collective capacities as directors and 
officers, subject to certain exclusions.

Item 7.   Exemption from Registration Claimed

       Not applicable.

Item 8.   Exhibits

       See Exhibit Index on page 8.


<PAGE>



Item 9.   Undertakings

       (a)  The Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this 
Registrant Statement;

                   (i)  To include any prospectus required by Section 10(a)(3)
of 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 
this Registration Statement;

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

provided, however, that the undertakings set forth in paragraphs (1)(i) and 
(1)(ii) above 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 Exchange 
Act that are incorporated by reference in this 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 Registrant hereby further undertakes that, for 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 Exchange Act 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 Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable.  In the event that a claim for indemnifica-
tion 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, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, will 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.

<PAGE>
<PAGE>

                                SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the County of Fairfax, State of Virginia, on the thirty-first
day of October, 1996.


                                                  VSE CORPORATION


                                                  By:  /s/ C. S. Weber      
                                                       
                                                       C. S. Weber
                                                       Senior Vice President, 
                                                       Secretary and Treasurer


<PAGE>               
<PAGE>


                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints Donald M. Ervine and Craig S. Weber, and each of 
them his true and lawful attorney-in-fact and agent with power of substitution 
and resubstitution, for him, and in his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post effective amendments)
to this Registration Statement on Form S-3, and to file the same, with all 
exhibits thereto, and all documents in connection therewith, with the 
Commission, granting unto said attorney-in-fact and agents, and each of them, 
full power and authority to do and perform each and every act and thing 
requisite and necessary to be done to comply with the provisions of the 
Securities Act and all requirements of the Commission, hereby ratifying and 
confirming all that said attorney-in-fact or any of them, or their or his or 
her substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and 
on the date indicated:

Signatures                          Title                     Date

/s/ D. M. Ervine             Chairman of the Board,     October 31, 1996
D. M. Ervine                 Chief Executive Officer               
                             and Director


/s/ R. B. McFarland          President, Chief           October 31, 1996 
R. B. McFarland              Operating Officer                   
                             and Director


/s/ C. S. Weber              Senior Vice President      October 31, 1996
C. S. Weber                  Chief Financial Officer  
                             Secretary and Treasurer


/s/ Sarah Clements           Director                   October 31, 1996
Sarah Clements



/s/ R. J. Kelly              Director                   October 31, 1996
R. J. Kelly



/s/ C. S. Koonce             Director                   October 31, 1996
C. S. Koonce



/s/ J. M. Marchello          Director                   October 31, 1996
J. M. Marchello


<PAGE>






                             Director                   
D. M. Osnos


                             Director                   
J. D. Ross


/s/ B. K. Wachtel            Director                   October 31, 1996
B. K. Wachtel



<PAGE>
<PAGE>

                               EXHIBIT INDEX


Exhibit                                                                Page


4.   Instruments defining the rights of security
     holders

          (a)  The VSE Corporation Stock Option Plan. Incorporated by
          reference from Exhibit A to the Proxy Statement with respect to the
          Registrant's 1996 Annual Meeting filed with the Commission on 
          April 6, 1996.


5.   Opinion of Arent Fox Kintner Plotkin & Kahn
      re: validity of securities registered                               9

23.  Consents of experts and counsel

          (a)  Consent of Arthur Andersen LLP                            10

          (b)  Consent of Arent Fox Kintner
               Plotkin & Kahn (counsel): included in exhibit 5

24.  Power of Attorney: included on signature page.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15885}]
{"company-data": {"conformed-name": "VSE CORP", "cik": "0000102752", "assigned-sic": "8711", "irs-number": "540649263", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15311", "film-number": "96651606"}, "business-address": {"street1": "2550 HUNTINGTON AVE", "city": "ALEXANDRIA", "state": "VA", "zip": "22303", "phone": "7039604600"}, "mail-address": {"street1": "2550 HUNTINGTON AVENUE", "city": "ALEXANDRIA", "state": "VA", "zip": "22303-1499"}, "former-company": {"former-conformed-name": "VALUE ENGINEERING CO", "date-changed": "19790612"}}
As filed with the Securities and Exchange Commission on October 31, 1996
                                                Registration No. 333-______
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

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

                              VSE CORPORATION
          (Exact name of registrant as specified in its charter)
     
          Delaware                                       54-069263
 (State or other jurisdiction                        (I.R.S Employer 
 of incorporation or organization)                  Identification No.) 

                          2550 Huntington Avenue
                        Alexandria, Virginia  22303
                              (703) 960-4600

      (Address of Principal Executive Offices, Including Zip Code)
                                    
                             VSE CORPORATION
                               1996 STOCK
                               OPTION PLAN
                        (Full Title of the Plan)
                                    
                               C. S. Weber
                             VSE Corporation
                         2550 Huntington Avenue
                       Alexandria, Virginia  22303
                 (Name and Address of Agent for Service)
                                    
                             (703) 329-4770
      (Telephone Number, Including Area Code, of Agent For Service)
                                    
                                Copy to:
                         Jeffrey E. Jordan, Esq.
                    Arent Fox Kintner Plotkin & Kahn
                      1050 Connecticut Avenue, N.W.
                       Washington, DC  20036-5339
                             _______________
                                    
                     CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
                                   Proposed       Proposed
                                   Maximum        Maximum        
                                   Offering       Aggregate      
                      Amount       Price Per      Offering       Amount of
Title of Securities   to be        Share (1) or   Price (1)      Registration
to be Registered      Registered   Interest (2)   (2)            Fee
-----------------------------------------------------------------------------
Common Stock, 
   $.05 par value     218,966      $17.25         $3,777,163.50  $1,302.47 
_____________________________________________________________________________
                                    
(1) Pursuant to Rule 457(h)(1), based on the average of the high and low prices 
    reported in the NASDAQ National Market within five business days prior to 
    the date of filing.
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 a Section 10(a)
          prospectus is omitted from the Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933 (the "Securities Act")
          and the Note to Part I of Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

The following documents previously filed by the Registrant with the Securities 
and Exchange Commission (the "Commission") are incorporated by reference in 
this Registration Statement:

1.  The Registrant's Annual Report on Form 10-K for the fiscal year ended 
    December 31, 1995.

2.  The Registrant's quarterly report on Form 10-Q for the period ended 
    March 31, 1996.

3.  The Registrant's quarterly report on Form 10-Q for the period ended 
    June 30, 1996.

4.  All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year 
    ended December 31, 1995.  

5.  Registrant's Form 8-A Registration Statement filed pursuant to Section 12 
    of the Exchange Act, containing a description of the Registrant's common 
    stock ("Shares"), including any amendment or report filed for the purpose 
    of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this Registration Statement and to 
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.
Item 5.   Interests of Named Experts and Counsel

       David M. Osnos, a director of the Registrant, is a partner in the law 
       firm of Arent Fox Kintner Plotkin & Kahn.

Item 6.   Indemnification of Directors and Officers

       Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed action or 
proceeding, whether civil, criminal, administrative or investigative, by reason 
of the fact that he is or was a director, officer, employee or agent of the 
corporation or is or was serving at its request in such capacity in another 
corporation or business association, against expenses (including attorneys' 
fees), judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit or proceeding if he acted 
in good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation, and with respect to any criminal action 
or proceeding, had no reasonable cause to believe his conduct was unlawful.

       Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a 
director of the corporation shall not be personally liable to the corporation 
or its stockholders for monetary damages for breach of fiduciary duty as a 
director, except for liability (i) for any breach of the director's duty of 
loyalty to the corporation or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) 
for any transaction from which the director derived an improper personal 
benefit.

       Article Eleven of the Registrant's Restated Certificate of Incorporation 
provides for the elimination of personal liability of a director for breach of 
fiduciary duty as permitted by Section 102(b)(7) of the Delaware General 
Corporation Law, and Article VII, Section 7 of the Registrant's Bylaws provides 
that the Registrant shall indemnify its directors, officers, employees and 
agents to the extent permitted by Section 145 of the Delaware General 
Corporation Law.

       The Registrant has in effect a directors and officers liability 
insurance policy under which the directors and officers of the Registrant are 
insured against loss arising from claims made against them due to wrongful acts 
while acting in their individual and collective capacities as directors and 
officers, subject to certain exclusions.

Item 7.   Exemption from Registration Claimed

       Not applicable.

Item 8.   Exhibits

       See Exhibit Index on page 8.
Item 9.   Undertakings

       (a)  The Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this 
Registrant Statement;

                   (i)  To include any prospectus required by Section 10(a)(3)
of 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 
this Registration Statement;

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

provided, however, that the undertakings set forth in paragraphs (1)(i) and 
(1)(ii) above 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 Exchange 
Act that are incorporated by reference in this 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 Registrant hereby further undertakes that, for 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 Exchange Act 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 Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable.  In the event that a claim for indemnifica-
tion 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, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, will submit to a 
court of appropriate jurisdiction the question whether such indemnification by 
it is against public policy as expressed in the Securities Act and will be 
governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the County of Fairfax, State of Virginia, on the thirty-first
day of October, 1996.

                                                  VSE CORPORATION

                                                  By:  /s/ C. S. Weber      
                                                       
                                                       C. S. Weber
                                                       Senior Vice President, 
                                                       Secretary and Treasurer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints Donald M. Ervine and Craig S. Weber, and each of 
them his true and lawful attorney-in-fact and agent with power of substitution 
and resubstitution, for him, and in his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post effective amendments)
to this Registration Statement on Form S-3, and to file the same, with all 
exhibits thereto, and all documents in connection therewith, with the 
Commission, granting unto said attorney-in-fact and agents, and each of them, 
full power and authority to do and perform each and every act and thing 
requisite and necessary to be done to comply with the provisions of the 
Securities Act and all requirements of the Commission, hereby ratifying and 
confirming all that said attorney-in-fact or any of them, or their or his or 
her substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and 
on the date indicated:

Signatures                          Title                     Date

/s/ D. M. Ervine             Chairman of the Board,     October 31, 1996
D. M. Ervine                 Chief Executive Officer               
                             and Director

/s/ R. B. McFarland          President, Chief           October 31, 1996 
R. B. McFarland              Operating Officer                   
                             and Director

/s/ C. S. Weber              Senior Vice President      October 31, 1996
C. S. Weber                  Chief Financial Officer  
                             Secretary and Treasurer

/s/ Sarah Clements           Director                   October 31, 1996
Sarah Clements

/s/ R. J. Kelly              Director                   October 31, 1996
R. J. Kelly

/s/ C. S. Koonce             Director                   October 31, 1996
C. S. Koonce

/s/ J. M. Marchello          Director                   October 31, 1996
J. M. Marchello
Director                   
D. M. Osnos

                             Director                   
J. D. Ross

/s/ B. K. Wachtel            Director                   October 31, 1996
B. K. Wachtel
EXHIBIT INDEX

Exhibit                                                                Page

4.   Instruments defining the rights of security
     holders

          (a)  The VSE Corporation Stock Option Plan. Incorporated by
          reference from Exhibit A to the Proxy Statement with respect to the
          Registrant's 1996 Annual Meeting filed with the Commission on 
          April 6, 1996.

5.   Opinion of Arent Fox Kintner Plotkin & Kahn
      re: validity of securities registered                               9

23.  Consents of experts and counsel

          (a)  Consent of Arthur Andersen LLP                            10

          (b)  Consent of Arent Fox Kintner
               Plotkin & Kahn (counsel): included in exhibit 5

24.  Power of Attorney: included on signature page.