SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20459
                             ----------------------

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

                            SAGA COMMUNICATIONS, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                          38-3042953
----------------------------------              --------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)


            73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236
            --------------------------------------------------------
          (Address of principal executive offices, including zip code)

     SAGA COMMUNICATIONS, INC. 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
     ----------------------------------------------------------------------
                              (Full title of plan)

                                 Norman L. McKee
                Senior Vice President and Chief Financial Officer
                            Saga Communications, Inc.
                               73 Kercheval Avenue
                       Grosse Pointe Farms, Michigan 48236
                       -----------------------------------
                     (Name and address of agent for service)

                                 (313) 886-7070
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                             Christine M. Marx, Esq.
                                Edwards & Angell
                           150 John F. Kennedy Parkway
                              Short Hills, NJ 07078
                                  (201)376-7700

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                        Proposed      Proposed
                                        Maximum       Maximum
                                        Offering      Aggregate     Amount of
Title of Securities    Amount to be     Price Per     Offering      Registration
to be Registered       Registered       Share (1)     Price (1)     Fee
---------------------  --------------   ---------     -----------   ------------

Class A Common Stock,  100,000 shares    $18.50       $1,850,000     $616.67
$.01 par value

---------------------  --------------    ---------    ------------  ------------

(1)     This  calculation  is made  solely for the  purpose of  determining  the
        amount of the  Registration  Fee and is based upon a price of $18.50 per
        share, which was the closing price of the Company's Class A Common Stock
        reported on June 3, 1997.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     The documents containing  information  specified in Part I of Form S-8 will
be  sent  or  given  to  non-employee  directors  participating  in the  Plan as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities Act").  Those documents and the documents  incorporated by reference
into  this  Registration  Statement  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.



     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are incorporated herein by reference the following documents:

     (1) The annual report of the Company on Form 10-K for its fiscal year ended
December 31, 1996;

     (2) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  since the end of the
fiscal year covered by the annual report referred to in (1) above;

     (3) The description of the Shares of Common Stock incorporated by reference
in the  Company's  registration  statement  on Form 8-A filed under the Exchange
Act,  including  any amendment or reports filed for the purpose of updating such
description.

     All  documents  filed  by the  Company  subsequent  to  the  date  of  this
Registration  Statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act prior to the  termination of this  offering,  shall be deemed to be
incorporated  by  reference  herein and to be part  hereof  from the date of the
filing of such documents. Any statements contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of the  Registration  Statement  to the extent that a
statement  contained herein or in any other  subsequently  filed documents which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF PERSONS NAMED AS EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Restated  Certificate  of  Incorporation  of the Company  provides for
indemnification  to the full extent permitted by the General  Corporation Law of
the State of Delaware (the "Delaware  Code"), as amended from time to time. Such
section  makes  mandatory  the  indemnification  by the  Company  of  directors,
officers,  employees  or  agents  from  and  against  any and all  expenses  and
liabilities  that may be imposed upon or incurred by him in connection  with, or
as a result of, any  proceeding in which he may become  involved,  as a party or
otherwise,  by reason of the fact  that he is or was such a  director,  officer,
employee or agent of the  Company or any  subsidiary  or parent of the  Company,
whether or not he continues to be such at the time such expenses and liabilities
have been imposed or incurred.  Section 145 of Title 8 of the Delaware Code also
provides that such indemnification is not exclusive of any other indemnification
rights granted by the Company to directors, officers, employees or agents.

     The By-Laws of the Company  mandate that each person who at any time is, or
shall have been, a director or officer of the Company,  and is  threatened to be
or is made a party to any  threatened,  pending  or  completed  action,  suit 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 has served at the  request of the  Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  shall be indemnified  against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred by him in connection with any action, suit or proceeding to
the full extent  permitted  under  subsections (a) through (e) of Section 145 of
Title 8 of the Delaware Code, as from time to time amended.  The foregoing right
of  indemnification  shall  in no  way  be  exclusive  of any  other  rights  of
indemnification  to which  such  director,  officer,  employee  or agent  may be
entitled,  under any by-law,  agreement,  vote of shareholders or  disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.

     The Restated  Certificate of  Incorporation  of the Company also contains a
provision  eliminating  the  liability  of a  director  to  the  Company  or its
stockholders  for breach of fiduciary  duty as a director,  other than liability
(a) for  breach of the  director's  duty of loyalty  to the  corporation  or its
stockholders,  (b) for acts or  omissions  not in good  faith  or which  involve
intentional  misconduct or a knowing  violation of law, (c) under Section 174 of
the Delaware  General  Corporation law or (d) for any transaction from which the
director derived an improper personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted  pursuant to the foregoing  provisions,  the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is contrary to public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number      Description of Exhibit

5           Opinion of Edwards & Angell

23(a)       Consent of Ernst & Young LLP

23(b)       Consent of Edwards & Angell (included in Exhibit 5)

24          Power of Attorney  (included on signature pages to this Registration
            Statement)

ITEM 9.   UNDERTAKINGS

     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;
and

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

     provided,  however that  paragraphs  (i) and (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 Company  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.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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
of  1933  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 of 1933 and will be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Grosse  Pointe  Farms,  State of Michigan on June 6,
1997.

                                         SAGA COMMUNICATIONS, INC.

                                     By: /s/ Edward K. Christian
                                         ---------------------------------------
                                             Edward K. Christian
                                             President

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes  and appoints the President and Chief  Executive  Officer and
Senior Vice President and Chief Financial  Officer,  and any one of them, acting
alone, his or her true and lawful  attorneys-in-fact  and agents with full power
of substitution,  for him or her and in his or her name, place and stead, in any
and all  capacities,  to sign any and all  documents  (including  post-effective
amendments) and to file the same, with all exhibits  thereto,  and all documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-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 in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents  or  any  of  them,  or  their,  his or her
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on June 6, 1997.

Signatures                            Title
/s/ Edward K. Christian
-------------------------------
    Edward K. Christian                President, Chief Executive Officer
                                          and Chairman of the Board

/s/ Norman L. McKee
-------------------------------
    Norman L. McKee                    Senior Vice President, Chief Financial
                                          Officer and Treasurer; Director

/s/ Catherine A. Bobinski
-------------------------------
    Catherine A. Bobinski              Corporate Controller and Chief Accounting
                                           Officer

 /s/ Jonathan Firestone
-------------------------------
     Jonathan Firestone                Director


/s/ Joseph P. Misiewicz
-------------------------------
    Joseph P. Misiewicz                Director

/s/ Gary Stevens
-------------------------------        Director
    Gary Stevens
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16225}]
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SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20459
                             ----------------------

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

                            SAGA COMMUNICATIONS, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                          38-3042953
----------------------------------              --------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

            73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236
            --------------------------------------------------------
          (Address of principal executive offices, including zip code)

     SAGA COMMUNICATIONS, INC. 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
     ----------------------------------------------------------------------
                              (Full title of plan)

                                 Norman L. McKee
                Senior Vice President and Chief Financial Officer
                            Saga Communications, Inc.
                               73 Kercheval Avenue
                       Grosse Pointe Farms, Michigan 48236
                       -----------------------------------
                     (Name and address of agent for service)

                                 (313) 886-7070
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                             Christine M. Marx, Esq.
                                Edwards & Angell
                           150 John F. Kennedy Parkway
                              Short Hills, NJ 07078
                                  (201)376-7700

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                        Proposed      Proposed
                                        Maximum       Maximum
                                        Offering      Aggregate     Amount of
Title of Securities    Amount to be     Price Per     Offering      Registration
to be Registered       Registered       Share (1)     Price (1)     Fee
---------------------  --------------   ---------     -----------   ------------

Class A Common Stock,  100,000 shares    $18.50       $1,850,000     $616.67
$.01 par value

---------------------  --------------    ---------    ------------  ------------

(1)     This  calculation  is made  solely for the  purpose of  determining  the
        amount of the  Registration  Fee and is based upon a price of $18.50 per
        share, which was the closing price of the Company's Class A Common Stock
        reported on June 3, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing  information  specified in Part I of Form S-8 will
be  sent  or  given  to  non-employee  directors  participating  in the  Plan as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities Act").  Those documents and the documents  incorporated by reference
into  this  Registration  Statement  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are incorporated herein by reference the following documents:

     (1) The annual report of the Company on Form 10-K for its fiscal year ended
December 31, 1996;

     (2) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  since the end of the
fiscal year covered by the annual report referred to in (1) above;

     (3) The description of the Shares of Common Stock incorporated by reference
in the  Company's  registration  statement  on Form 8-A filed under the Exchange
Act,  including  any amendment or reports filed for the purpose of updating such
description.

     All  documents  filed  by the  Company  subsequent  to  the  date  of  this
Registration  Statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act prior to the  termination of this  offering,  shall be deemed to be
incorporated  by  reference  herein and to be part  hereof  from the date of the
filing of such documents. Any statements contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of the  Registration  Statement  to the extent that a
statement  contained herein or in any other  subsequently  filed documents which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF PERSONS NAMED AS EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Restated  Certificate  of  Incorporation  of the Company  provides for
indemnification  to the full extent permitted by the General  Corporation Law of
the State of Delaware (the "Delaware  Code"), as amended from time to time. Such
section  makes  mandatory  the  indemnification  by the  Company  of  directors,
officers,  employees  or  agents  from  and  against  any and all  expenses  and
liabilities  that may be imposed upon or incurred by him in connection  with, or
as a result of, any  proceeding in which he may become  involved,  as a party or
otherwise,  by reason of the fact  that he is or was such a  director,  officer,
employee or agent of the  Company or any  subsidiary  or parent of the  Company,
whether or not he continues to be such at the time such expenses and liabilities
have been imposed or incurred.  Section 145 of Title 8 of the Delaware Code also
provides that such indemnification is not exclusive of any other indemnification
rights granted by the Company to directors, officers, employees or agents.

     The By-Laws of the Company  mandate that each person who at any time is, or
shall have been, a director or officer of the Company,  and is  threatened to be
or is made a party to any  threatened,  pending  or  completed  action,  suit 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 has served at the  request of the  Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  shall be indemnified  against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred by him in connection with any action, suit or proceeding to
the full extent  permitted  under  subsections (a) through (e) of Section 145 of
Title 8 of the Delaware Code, as from time to time amended.  The foregoing right
of  indemnification  shall  in no  way  be  exclusive  of any  other  rights  of
indemnification  to which  such  director,  officer,  employee  or agent  may be
entitled,  under any by-law,  agreement,  vote of shareholders or  disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.

     The Restated  Certificate of  Incorporation  of the Company also contains a
provision  eliminating  the  liability  of a  director  to  the  Company  or its
stockholders  for breach of fiduciary  duty as a director,  other than liability
(a) for  breach of the  director's  duty of loyalty  to the  corporation  or its
stockholders,  (b) for acts or  omissions  not in good  faith  or which  involve
intentional  misconduct or a knowing  violation of law, (c) under Section 174 of
the Delaware  General  Corporation law or (d) for any transaction from which the
director derived an improper personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted  pursuant to the foregoing  provisions,  the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is contrary to public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number      Description of Exhibit

5           Opinion of Edwards & Angell

23(a)       Consent of Ernst & Young LLP

23(b)       Consent of Edwards & Angell (included in Exhibit 5)

24          Power of Attorney  (included on signature pages to this Registration
            Statement)

ITEM 9.   UNDERTAKINGS

     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;
and

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

     provided,  however that  paragraphs  (i) and (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 Company  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.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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
of  1933  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 of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Grosse  Pointe  Farms,  State of Michigan on June 6,
1997.

                                         SAGA COMMUNICATIONS, INC.

                                     By: /s/ Edward K. Christian
                                         ---------------------------------------
                                             Edward K. Christian
                                             President

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes  and appoints the President and Chief  Executive  Officer and
Senior Vice President and Chief Financial  Officer,  and any one of them, acting
alone, his or her true and lawful  attorneys-in-fact  and agents with full power
of substitution,  for him or her and in his or her name, place and stead, in any
and all  capacities,  to sign any and all  documents  (including  post-effective
amendments) and to file the same, with all exhibits  thereto,  and all documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-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 in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents  or  any  of  them,  or  their,  his or her
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on June 6, 1997.

Signatures                            Title
/s/ Edward K. Christian
-------------------------------
    Edward K. Christian                President, Chief Executive Officer
                                          and Chairman of the Board

/s/ Norman L. McKee
-------------------------------
    Norman L. McKee                    Senior Vice President, Chief Financial
                                          Officer and Treasurer; Director

/s/ Catherine A. Bobinski
-------------------------------
    Catherine A. Bobinski              Corporate Controller and Chief Accounting
                                           Officer

 /s/ Jonathan Firestone
-------------------------------
     Jonathan Firestone                Director

/s/ Joseph P. Misiewicz
-------------------------------
    Joseph P. Misiewicz                Director

/s/ Gary Stevens
-------------------------------        Director
    Gary Stevens