Registration No. 333-


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      FRONTIER CORPORATION
     (Exact name of registrant as specified in its charter)

            NEW YORK                    16-0613330
  (State or other jurisdiction          (I.R.S. Employer
of incorporation or organization)       Identification No.)
--------------------------------        -------------------

180 South Clinton Avenue Rochester, New York   14646-0700
(Address of Principal Executive Offices)      (Zip Code)

                      FRONTIER CORPORATION
                     OMNIBUS INCENTIVE PLAN
                    (Full title of the Plan)

                   Josephine S. Trubek, Esq.
                      Corporate Secretary
                      Frontier Corporation
                    180 South Clinton Avenue
                 Rochester, New York 14646-0700
                         (716) 777-6713
  ------------------------------------------------------------
   (Name, address and telephone number of agent for service)
  ------------------------------------------------------------
               Copy to: Barbara J. LaVerdi, Esq.
                      Frontier Corporation
                    180 South Clinton Avenue
                    Rochester, New York 14646-0700
<PAGE>
<PAGE>
                 CALCULATION OF REGISTRATION FEE



                             Proposed    Proposed
Title of                     Maximum     Maximum
Securities      Amount       Offering    Aggregate    Amount of
to be           to be        Price       Offering    Registration
Registered      Registered   per Share*   Price*        Fee*
-----------------------------------------------------------------
Common Stock    500,000       $32.79     $16,395,000   $4,836.53
$1.00 par       shares
 value


*   Inserted solely for the purposes of calculating the registration
 fee pursuant to Rule 457(h) and based upon the average of the high
 and low prices for the registrant's Common Stock on the New York
 Stock Exchange reported as of April 2, 1998.
<PAGE>
<PAGE>
                             Part II

                  INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT



Item 3. Incorporation of Certain Documents by Reference.


      The following documents which have been filed by Frontier
Corporation (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:

      (a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 pursuant to Section 13 of the
Securities Exchange Act of 1934.

      (b) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1997.

      (c) The description of the Company's Common Stock
contained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act, including all
amendments or reports filed for the purpose of updating such
description, including specifically, but not limited to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.

      All documents subsequently filed by the Company or the
Company's Omnibus Incentive Plan (the "Plan") 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 hereby have been sold
or which deregisters all securities remaining unsold shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.


Item 4. Description of Securities.

      Not Applicable.



Item 5. Interests of Named Experts and Counsel.

      The legality of the Plan and Common Stock has been passed
upon by Barbara J. LaVerdi Esq., Senior Attorney in the Office of
the Secretary of the Company.


Item 6. Indemnification of Directors and Officers

      The Business Corporation Law of the State of New York
("BCL") provides that if a derivative action is brought against a
director or officer, the Company may indemnify him or her against
amounts paid in settlement and reasonable expenses, including
attorneys' fees incurred by him or her in connection with the
defense or settlement of such action, if such director or officer
acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the Company, except that
no indemnification shall be made without court approval in
respect of a threatened action, or a pending action settled or
otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Company.
In a nonderivative action or threatened action, the BCL provides
that the Company may indemnify a director or officer against
judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees incurred by him or her in
defending such action if such director or officer acted in good
faith for a purpose which he or she reasonably believed to be in
the best interests of the Company.

      Under the BCL, a director or officer who is successful,
either in a derivative or nonderivative action, is entitled to
indemnification as outlined above.  Under any other
circumstances, such director or officer may be indemnified only
if certain conditions specified in the BCL are met.  The
indemnification provisions of the BCL are not exclusive of any
other rights to which a director or officer seeking
indemnification may be entitled pursuant to the provisions of the
certificate of incorporation or the bylaws of a corporation or,
when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution
or an agreement providing for such indemnification.

      The above is a general summary of certain provisions of
the BCL and is subject, in all cases, to the specific and
detailed provisions of Sections 721-725 of the BCL.

      The Restated Certificate of Incorporation of the Company
limits the personal liability of directors to the Company or its
shareholders to the fullest extent permitted by the BCL.

      Article II, Section 12, of the Company's By-Laws contains
provisions authorizing indemnification by the Company of
directors and officers against certain liabilities and expenses
which they may incur as directors and officers of the Company or
of certain other entitles in accordance with, and to the fullest
extent permitted by, Sections 721-725 of the BCL.

      Section 726 of the BCL also contains provisions
authorizing a corporation to obtain insurance on behalf of any
director and officer against liabilities, whether or not the
corporation would have the power to indemnify against such
liabilities.  The Company maintains Executive Liability and
Defense coverage under which the directors and officers of the
Company are insured, subject to the limits of the policy, against
certain losses, as defined in the policy, arising from claims
made against such directors and officers by reason of any
wrongful acts as defined in the policy, in their respective
capacities as directors or officers.


Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

      See Exhibit Index.

Item 9. Undertakings.

A.   Post-Effective Amendments

     (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;

                    (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 registration statement is on Form S-3 or
Form S-8, 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.

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

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

     (b)  The undersigned registrant hereby undertakes that, for
the purposes of determining liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (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 herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Company 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 Rochester,
State of New York, on April 7, 1998.

                              FRONTIER CORPORATION

                                   /s/ Joseph P. Clayton
                              By: ------------------------
                                   Joseph P. Clayton
                                   Chief Executive Officer,
                                   President and Director
                                   



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

                                   /s/ James G. Dole
Date: April 8, 1998           By:   --------------------------
                                    James G. Dole
                                    Senior Vice President and
                                    Controller
                                    (principal financial and
                                     accounting officer)
<PAGE>
<PAGE>
                          SIGNATURES

                           DIRECTORS

                                             *
Date: April 7, 1998           By:  -------------------------
                                    Patricia C. Barron

                                             *
Date: April 7, 1998           By:  -------------------------
                                    Raul E. Cesan
                                   
Date: April 7, 1998                          *
                              By:  -------------------------
                                    Brenda E. Edgerton

                                             *
Date: April 7, 1998           By:  -------------------------
                                   Jairo A. Estrada


Date:                         By:  -------------------------
                                    Michael E. Faherty

                                             *
Date: April 7, 1998           By:  -------------------------
                                    Daniel E. Gill

                                             *
Date: April 7, 1998           By:  --------------------------
                                    Alan C. Hasselwander
                                   
                                             *
Date: April 7, 1998           By:  --------------------------
                                    Robert J. Holland, Jr.

                                             *
Date: April 7, 1998           By:  ----------------------------
                                    Douglas H. McCorkindale


                                             *
Date: April 7, 1998           By:  ----------------------------
                                    Dr. Leo J. Thomas



                      /s/ Josephine S. Trubek
                * By: -------------------------
                      Josephine S. Trubek
                        Attorney-In-Fact
<PAGE>
<PAGE>
                           SIGNATURES


    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 Rochester, State of New
York, on the 7th day of April, 1998.


                              FRONTIER OMNIBUS INCENTIVE PLAN

                                   /s/ Kenneth P. Schirmuhly
                              By: --------------------------
                                   Kenneth P. Schirmuhly
                                   Director - Compensation and
                                   Benefits
<PAGE>
<PAGE>
                         EXHIBIT INDEX

Exhibit
Number  Description                    Reference
------  -----------                    ----------

4.1    Restated Certificate of          Incorporated by reference
       Incorporation dated              to Exhibit 3.1 to Form
       January 24, 1995                 10-K for the year ended
                                        December 31, 1995

4.2    Amendment to Restated            Incorporated by reference
       Certificate of Incorporation     to Exhibit 3.2 to Form
       dated April 9, 1995              10-K for the year ended
                                        December 31, 1995

4.3    By-Laws                          Incorporated by reference
                                        to Exhibit 3.3 to Form
                                        10-K for the year ended
                                        December 31, 1997

5      Opinion of Barbara J.            Filed herewith
       LaVerdi Esq. as to legality
       of Plan

23-1   Consent of Barbara J. LaVerdi,
       Esq. is contained in her
       opinion filed as Exhibit 5
       to this Registration Statement

23-2   Consent of Price Waterhouse      Filed herewith
       LLP, independent accountants

23-3   Consent of Ernst & Young         Filed herewith
       LLP, independent accountants

24     Powers of Attorney               Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16912}]
{"company-data": {"conformed-name": "FRONTIER CORP /NY/", "cik": "0000084567", "assigned-sic": "4813", "irs-number": "160613330", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49657", "film-number": "98589813"}, "business-address": {"street1": "ROCHESTER TEL CENTER", "street2": "180 S CLINTON AVE", "city": "ROCHESTER", "state": "NY", "zip": "14646-0995", "phone": "7167771000"}, "former-company": {"former-conformed-name": "ROCHESTER TELEPHONE CORP", "date-changed": "19920703"}}
Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      FRONTIER CORPORATION
     (Exact name of registrant as specified in its charter)

            NEW YORK                    16-0613330
  (State or other jurisdiction          (I.R.S. Employer
of incorporation or organization)       Identification No.)
--------------------------------        -------------------

180 South Clinton Avenue Rochester, New York   14646-0700
(Address of Principal Executive Offices)      (Zip Code)

                      FRONTIER CORPORATION
                     OMNIBUS INCENTIVE PLAN
                    (Full title of the Plan)

                   Josephine S. Trubek, Esq.
                      Corporate Secretary
                      Frontier Corporation
                    180 South Clinton Avenue
                 Rochester, New York 14646-0700
                         (716) 777-6713
  ------------------------------------------------------------
   (Name, address and telephone number of agent for service)
  ------------------------------------------------------------
               Copy to: Barbara J. LaVerdi, Esq.
                      Frontier Corporation
                    180 South Clinton Avenue
                    Rochester, New York 14646-0700
CALCULATION OF REGISTRATION FEE

                             Proposed    Proposed
Title of                     Maximum     Maximum
Securities      Amount       Offering    Aggregate    Amount of
to be           to be        Price       Offering    Registration
Registered      Registered   per Share*   Price*        Fee*
-----------------------------------------------------------------
Common Stock    500,000       $32.79     $16,395,000   $4,836.53
$1.00 par       shares
 value

*   Inserted solely for the purposes of calculating the registration
 fee pursuant to Rule 457(h) and based upon the average of the high
 and low prices for the registrant's Common Stock on the New York
 Stock Exchange reported as of April 2, 1998.
Part II

                  INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

      The following documents which have been filed by Frontier
Corporation (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:

      (a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 pursuant to Section 13 of the
Securities Exchange Act of 1934.

      (b) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1997.

      (c) The description of the Company's Common Stock
contained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act, including all
amendments or reports filed for the purpose of updating such
description, including specifically, but not limited to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.

      All documents subsequently filed by the Company or the
Company's Omnibus Incentive Plan (the "Plan") 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 hereby have been sold
or which deregisters all securities remaining unsold shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interests of Named Experts and Counsel.

      The legality of the Plan and Common Stock has been passed
upon by Barbara J. LaVerdi Esq., Senior Attorney in the Office of
the Secretary of the Company.

Item 6. Indemnification of Directors and Officers

      The Business Corporation Law of the State of New York
("BCL") provides that if a derivative action is brought against a
director or officer, the Company may indemnify him or her against
amounts paid in settlement and reasonable expenses, including
attorneys' fees incurred by him or her in connection with the
defense or settlement of such action, if such director or officer
acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the Company, except that
no indemnification shall be made without court approval in
respect of a threatened action, or a pending action settled or
otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Company.
In a nonderivative action or threatened action, the BCL provides
that the Company may indemnify a director or officer against
judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees incurred by him or her in
defending such action if such director or officer acted in good
faith for a purpose which he or she reasonably believed to be in
the best interests of the Company.

      Under the BCL, a director or officer who is successful,
either in a derivative or nonderivative action, is entitled to
indemnification as outlined above.  Under any other
circumstances, such director or officer may be indemnified only
if certain conditions specified in the BCL are met.  The
indemnification provisions of the BCL are not exclusive of any
other rights to which a director or officer seeking
indemnification may be entitled pursuant to the provisions of the
certificate of incorporation or the bylaws of a corporation or,
when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution
or an agreement providing for such indemnification.

      The above is a general summary of certain provisions of
the BCL and is subject, in all cases, to the specific and
detailed provisions of Sections 721-725 of the BCL.

      The Restated Certificate of Incorporation of the Company
limits the personal liability of directors to the Company or its
shareholders to the fullest extent permitted by the BCL.

      Article II, Section 12, of the Company's By-Laws contains
provisions authorizing indemnification by the Company of
directors and officers against certain liabilities and expenses
which they may incur as directors and officers of the Company or
of certain other entitles in accordance with, and to the fullest
extent permitted by, Sections 721-725 of the BCL.

      Section 726 of the BCL also contains provisions
authorizing a corporation to obtain insurance on behalf of any
director and officer against liabilities, whether or not the
corporation would have the power to indemnify against such
liabilities.  The Company maintains Executive Liability and
Defense coverage under which the directors and officers of the
Company are insured, subject to the limits of the policy, against
certain losses, as defined in the policy, arising from claims
made against such directors and officers by reason of any
wrongful acts as defined in the policy, in their respective
capacities as directors or officers.

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

      See Exhibit Index.

Item 9. Undertakings.

A.   Post-Effective Amendments

     (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;

                    (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 registration statement is on Form S-3 or
Form S-8, 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.

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

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

     (b)  The undersigned registrant hereby undertakes that, for
the purposes of determining liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (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 herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Company 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 Rochester,
State of New York, on April 7, 1998.

                              FRONTIER CORPORATION

                                   /s/ Joseph P. Clayton
                              By: ------------------------
                                   Joseph P. Clayton
                                   Chief Executive Officer,
                                   President and Director
                                   

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

                                   /s/ James G. Dole
Date: April 8, 1998           By:   --------------------------
                                    James G. Dole
                                    Senior Vice President and
                                    Controller
                                    (principal financial and
                                     accounting officer)
SIGNATURES

                           DIRECTORS

                                             *
Date: April 7, 1998           By:  -------------------------
                                    Patricia C. Barron

                                             *
Date: April 7, 1998           By:  -------------------------
                                    Raul E. Cesan
                                   
Date: April 7, 1998                          *
                              By:  -------------------------
                                    Brenda E. Edgerton

                                             *
Date: April 7, 1998           By:  -------------------------
                                   Jairo A. Estrada

Date:                         By:  -------------------------
                                    Michael E. Faherty

                                             *
Date: April 7, 1998           By:  -------------------------
                                    Daniel E. Gill

                                             *
Date: April 7, 1998           By:  --------------------------
                                    Alan C. Hasselwander
                                   
                                             *
Date: April 7, 1998           By:  --------------------------
                                    Robert J. Holland, Jr.

                                             *
Date: April 7, 1998           By:  ----------------------------
                                    Douglas H. McCorkindale

                                             *
Date: April 7, 1998           By:  ----------------------------
                                    Dr. Leo J. Thomas

                      /s/ Josephine S. Trubek
                * By: -------------------------
                      Josephine S. Trubek
                        Attorney-In-Fact
SIGNATURES

    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 Rochester, State of New
York, on the 7th day of April, 1998.

                              FRONTIER OMNIBUS INCENTIVE PLAN

                                   /s/ Kenneth P. Schirmuhly
                              By: --------------------------
                                   Kenneth P. Schirmuhly
                                   Director - Compensation and
                                   Benefits
EXHIBIT INDEX

Exhibit
Number  Description                    Reference
------  -----------                    ----------

4.1    Restated Certificate of          Incorporated by reference
       Incorporation dated              to Exhibit 3.1 to Form
       January 24, 1995                 10-K for the year ended
                                        December 31, 1995

4.2    Amendment to Restated            Incorporated by reference
       Certificate of Incorporation     to Exhibit 3.2 to Form
       dated April 9, 1995              10-K for the year ended
                                        December 31, 1995

4.3    By-Laws                          Incorporated by reference
                                        to Exhibit 3.3 to Form
                                        10-K for the year ended
                                        December 31, 1997

5      Opinion of Barbara J.            Filed herewith
       LaVerdi Esq. as to legality
       of Plan

23-1   Consent of Barbara J. LaVerdi,
       Esq. is contained in her
       opinion filed as Exhibit 5
       to this Registration Statement

23-2   Consent of Price Waterhouse      Filed herewith
       LLP, independent accountants

23-3   Consent of Ernst & Young         Filed herewith
       LLP, independent accountants

24     Powers of Attorney               Filed herewith