As filed with the Securities and Exchange Commission on May 29,
1996.
                        Registration Statement No. 333- _____    


                SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, DC 20549
                       ____________________

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

                        TULTEX CORPORATION
      (Exact name of Registrant as specified in its Charter)

      Virginia                                  54-0367896
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)             Identification Number)

                    101 Commonwealth Boulevard
                   Martinsville, Virginia  24115
    (Address of principal executive office, including zip code)

                        TULTEX CORPORATION
                    CONSOLIDATED INCENTIVE PLAN
                     (Full title of the Plan)
                                 

                        O. Randolph Rollins
           Executive Vice President and General Counsel
                        Tultex Corporation
                    101 Commonwealth Boulevard
                   Martinsville, Virginia  24115
                          (540) 632-2961

    (Name, address, including zip code, and telephone number
            including area code, of agent for service)

                         With copies to:

                       Lathan M. Ewers, Jr.
                           Mark S. Dray
                         Hunton & Williams
                   Riverfront Plaza, East Tower
                       951 East Byrd Street
                   Richmond, Virginia 23219-4074
                           804-788-8200
                       ____________________

<TABLE>
                    CALCULATION OF REGISTRATION FEE
<CAPTION>
                                Proposed   Proposed
 Title of                       maximum    maximum
securities                      offering   aggregate   Amount of
  to be         Amount to be    price per  offering  registration
registered       registered       share     price         fee

<S>             <C>             <C>        <C>       <C>
Common Stock
$1.00 par value 500,000 shares  $5.1875(*) $2,593,750    $895

     (*)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to Rule
457(c) on the basis of $5.1875 per share, which was the average
of the high and low prices of the Common Stock on the New York
Stock Exchange on May 24, 1996, as reported in The Wall Street
Journal. 
</TABLE>

<PAGE>
                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the Securities and
Exchange Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
         Information.

         Not required to be filed with the Commission.



                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Registrant with the
Commission (Commission File No. 1-8016) are incorporated herein
by reference and made a part hereof:  (i) the Company's Annual
Report on Form 10-K for the fiscal year ended December 30, 1995;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996; and (iii) the Company's Registration
Statement on Form 10, containing a description of the Company's
Common Stock.

         All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of the Prospectus
and prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by the Virginia Stock Corporation Act,
Registrant's Articles of Incorporation of the Company (the
"Articles") eliminate all liability of the Company's directors
and officers for monetary damages to Registrant or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.  The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to Registrant as a director or officer or (ii) his
service as director, officer, trustee or partner to some
other enterprise at the request of Registrant, except in the
event of willful misconduct or a knowing violation of
the criminal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1  Restated Articles of Incorporation (filed as Exhibit 3.1 to
     the company's Form 10-K for the year ended December 29, 1990
     and incorporated herein by reference)

4.2  Articles of Amendment to the Restated Articles of
     Incorporation (filed as Exhibit 3.2 to the company's  
     8-K dated January 31, 1992 and incorporated herein by
     reference)

4.3  By-laws of Tultex Corporation (filed as Exhibit 3.3 to the
     company's Amendment No. 1 to Form S-1 dated March 17, 1995
     and incorporated herein by reference)

4.4  Indenture among Tultex Corporation, the Guarantors and First
     Union National Bank of Virginia, as Trustee, relating to the
     Senior Notes dated March 23, 1995 (filed as Exhibit 4.1 to
     the company's Amendment No. 1 to Form S-1 dated March 17,
     1995 and incorporated herein by reference)

4.5  Senior Note (included in Exhibit 4.1 as filed with the
     company's Amendment No. 1 to Form S-1 dated March 17, 1995 
     and incorporated herein by reference)

4.6  Subsidiary Guarantee (included in Exhibit 4.1 as filed with
     the company's Amendment No. 1 to Form S-1 dated March 17,
     1995 and incorporated herein by reference)

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered (filed herewith).

23.1 Consent of Coopers & Lybrand.

24.2 Consent of Hunton & Williams (included in the opinion filed
     as Exhibit 5).

25   Power of Attorney

Item 9.  Undertakings

         (a)  The undersigned registrant hereby undertakes:

              1.   To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement;

                   (i)  To include any prospectus required by
                        Section 10(a)(3) of the Securities Act
                        of 1933, as amended (the "Securities
                        Act");

                  (ii)  To reflect in the prospectus any facts or
                        events arising after the effective date
                        of the registration statement (or the
                        most recent post-effective amendment
                        thereof) which, individually or in the
                        aggregate, represent a fundamental
                        change in the information set forth in
                        the registration statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

         (b)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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
provisions described under Item 6 above, 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 indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>
                        POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes
either Suzanne H. Wood or Lathan M. Ewers, Jr. to sign in the
name of each such person, and to file, any amendment, including
any post-effective amendment, to the registration statement and
appoints each such person as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and to file
all amendments and post-effective amendments to the registration
statement.


                           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 City
of Martinsville, Commonwealth of Virginia, on this 16th day of
May, 1996.


                                   TULTEX CORPORATION
          

                                   By  /s/ Charles W. Davies, Jr.
                                       Charles W. Davies, Jr.
                                       President and Chief
                                       Executive Officer

     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 16th day of May, 1996.  

           Signature                          Title

By  /s/ John M. Franck            Chairman of the Board and 
        John M. Franck            Director

By  /s/ Charles W. Davies, Jr.    President, Chief Executive 
        Charles W. Davies, Jr.    Officer and Director


By  /s/ Suzanne H. Wood           Vice President and Chief
        Suzanne H. Wood           Financial Officer
                                  (Principal Financial Officer
                                  and Principal Accounting
                                  Officer)

By  /s/ Lathan M. Ewers, Jr.      Director
        Lathan M. Ewers, Jr.

By  /s/ Irving M. Groves, Jr.     Director
        Irving M. Groves, Jr.

By                                Director
        H. Richard Hunnicutt, Jr.

By                                Director
        J. Kenneth Iverson

By                                Director                       

        Bruce M. Jacobson

By  /s/ Richard M. Simmons, Jr.   Director
        Richard M. Simmons, Jr.

<PAGE>
                          EXHIBIT INDEX


                                                 Sequentially
Exhibit No.        Description                   Number Page 

   4.1        Restated Articles of Incorporation 
              (filed as Exhibit 3.1 to the 
              company's Form 10-K for the year 
              ended December 29, 1990 and 
              incorporated herein by reference).

   4.2        Articles of Amendment to the 
              Restated Articles of Incorporation 
              (filed as Exhibit 3.2 to the 
              company's 8-K dated January 31, 1992 
              and incorporated herein by 
              reference).

   4.3        By-laws of Tultex Corporation (filed 
              as Exhibit 3.3 to the company's 
              Amendment No. 1 to Form S-1 dated 
              March 17, 1995 and incorporated 
              herein by reference).

   4.4        Indenture among Tultex Corporation, 
              the Guarantors and First Union 
              National Bank of Virginia, as Trustee, 
              relating to the Senior Notes dated 
              March 23, 1995 (filed as Exhibit 4.1 
              to the company's Amendment No. 1 to 
              Form S-1 dated March 17, 1995 and 
              incorporated herein by reference).

   4.5        Senior Note (included in Exhibit 4.1 
              as filed with the company's Amendment 
              No. 1 to Form S-1 dated March 17, 
              1995 and incorporated herein by 
              reference). 

   4.6        Subsidiary Guarantee (included in 
              Exhibit 4.1 as filed with the 
              company's Amendment No. 1 to Form S-1 
              dated March 17, 1995 and incorporated 
              herein by reference). 

    5         Opinion of Hunton & Williams as to the
              legality of the securities being 
              registered.

    23.1      Consent of Coopers & Lybrand.

    24.2      Consent of Hunton & Williams (included
              in the opinion filed as Exhibit 5 to 
              the Registration Statement).

    25        Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15717}]
{"company-data": {"conformed-name": "TULTEX CORP", "cik": "0000100166", "assigned-sic": "2253", "irs-number": "540367896", "state-of-incorporation": "VA", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04667", "film-number": "96573398"}, "business-address": {"street1": "101 COMMONWEALTH BLVD", "street2": "P O BOX 5191", "city": "MARTINSVILLE", "state": "VA", "zip": "24115", "phone": "7036322961"}, "former-company": [{"former-conformed-name": "TULLY CORP OF VIRGINIA", "date-changed": "19760330"}, {"former-conformed-name": "SALE KNITTING CO INC", "date-changed": "19720407"}]}
As filed with the Securities and Exchange Commission on May 29,
1996.
                        Registration Statement No. 333- _____    

                SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, DC 20549
                       ____________________

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

                        TULTEX CORPORATION
      (Exact name of Registrant as specified in its Charter)

      Virginia                                  54-0367896
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)             Identification Number)

                    101 Commonwealth Boulevard
                   Martinsville, Virginia  24115
    (Address of principal executive office, including zip code)

                        TULTEX CORPORATION
                    CONSOLIDATED INCENTIVE PLAN
                     (Full title of the Plan)
                                 

                        O. Randolph Rollins
           Executive Vice President and General Counsel
                        Tultex Corporation
                    101 Commonwealth Boulevard
                   Martinsville, Virginia  24115
                          (540) 632-2961

    (Name, address, including zip code, and telephone number
            including area code, of agent for service)

                         With copies to:

                       Lathan M. Ewers, Jr.
                           Mark S. Dray
                         Hunton & Williams
                   Riverfront Plaza, East Tower
                       951 East Byrd Street
                   Richmond, Virginia 23219-4074
                           804-788-8200
                       ____________________

                    CALCULATION OF REGISTRATION FEE
Proposed   Proposed
 Title of                       maximum    maximum
securities                      offering   aggregate   Amount of
  to be         Amount to be    price per  offering  registration
registered       registered       share     price         fee
Common Stock
$1.00 par value 500,000 shares  $5.1875(*) $2,593,750    $895

     (*)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to Rule
457(c) on the basis of $5.1875 per share, which was the average
of the high and low prices of the Common Stock on the New York
Stock Exchange on May 24, 1996, as reported in The Wall Street
Journal.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the Securities and
Exchange Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
         Information.

         Not required to be filed with the Commission.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Registrant with the
Commission (Commission File No. 1-8016) are incorporated herein
by reference and made a part hereof:  (i) the Company's Annual
Report on Form 10-K for the fiscal year ended December 30, 1995;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996; and (iii) the Company's Registration
Statement on Form 10, containing a description of the Company's
Common Stock.

         All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of the Prospectus
and prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by the Virginia Stock Corporation Act,
Registrant's Articles of Incorporation of the Company (the
"Articles") eliminate all liability of the Company's directors
and officers for monetary damages to Registrant or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.  The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to Registrant as a director or officer or (ii) his
service as director, officer, trustee or partner to some
other enterprise at the request of Registrant, except in the
event of willful misconduct or a knowing violation of
the criminal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1  Restated Articles of Incorporation (filed as Exhibit 3.1 to
     the company's Form 10-K for the year ended December 29, 1990
     and incorporated herein by reference)

4.2  Articles of Amendment to the Restated Articles of
     Incorporation (filed as Exhibit 3.2 to the company's  
     8-K dated January 31, 1992 and incorporated herein by
     reference)

4.3  By-laws of Tultex Corporation (filed as Exhibit 3.3 to the
     company's Amendment No. 1 to Form S-1 dated March 17, 1995
     and incorporated herein by reference)

4.4  Indenture among Tultex Corporation, the Guarantors and First
     Union National Bank of Virginia, as Trustee, relating to the
     Senior Notes dated March 23, 1995 (filed as Exhibit 4.1 to
     the company's Amendment No. 1 to Form S-1 dated March 17,
     1995 and incorporated herein by reference)

4.5  Senior Note (included in Exhibit 4.1 as filed with the
     company's Amendment No. 1 to Form S-1 dated March 17, 1995 
     and incorporated herein by reference)

4.6  Subsidiary Guarantee (included in Exhibit 4.1 as filed with
     the company's Amendment No. 1 to Form S-1 dated March 17,
     1995 and incorporated herein by reference)

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered (filed herewith).

23.1 Consent of Coopers & Lybrand.

24.2 Consent of Hunton & Williams (included in the opinion filed
     as Exhibit 5).

25   Power of Attorney

Item 9.  Undertakings

         (a)  The undersigned registrant hereby undertakes:

              1.   To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement;

                   (i)  To include any prospectus required by
                        Section 10(a)(3) of the Securities Act
                        of 1933, as amended (the "Securities
                        Act");

                  (ii)  To reflect in the prospectus any facts or
                        events arising after the effective date
                        of the registration statement (or the
                        most recent post-effective amendment
                        thereof) which, individually or in the
                        aggregate, represent a fundamental
                        change in the information set forth in
                        the registration statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

         (b)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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
provisions described under Item 6 above, 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 indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes
either Suzanne H. Wood or Lathan M. Ewers, Jr. to sign in the
name of each such person, and to file, any amendment, including
any post-effective amendment, to the registration statement and
appoints each such person as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and to file
all amendments and post-effective amendments to the registration
statement.

                           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 City
of Martinsville, Commonwealth of Virginia, on this 16th day of
May, 1996.

                                   TULTEX CORPORATION
          

                                   By  /s/ Charles W. Davies, Jr.
                                       Charles W. Davies, Jr.
                                       President and Chief
                                       Executive Officer

     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 16th day of May, 1996.  

           Signature                          Title

By  /s/ John M. Franck            Chairman of the Board and 
        John M. Franck            Director

By  /s/ Charles W. Davies, Jr.    President, Chief Executive 
        Charles W. Davies, Jr.    Officer and Director

By  /s/ Suzanne H. Wood           Vice President and Chief
        Suzanne H. Wood           Financial Officer
                                  (Principal Financial Officer
                                  and Principal Accounting
                                  Officer)

By  /s/ Lathan M. Ewers, Jr.      Director
        Lathan M. Ewers, Jr.

By  /s/ Irving M. Groves, Jr.     Director
        Irving M. Groves, Jr.

By                                Director
        H. Richard Hunnicutt, Jr.

By                                Director
        J. Kenneth Iverson

By                                Director                       

        Bruce M. Jacobson

By  /s/ Richard M. Simmons, Jr.   Director
        Richard M. Simmons, Jr.
EXHIBIT INDEX

                                                 Sequentially
Exhibit No.        Description                   Number Page 

   4.1        Restated Articles of Incorporation 
              (filed as Exhibit 3.1 to the 
              company's Form 10-K for the year 
              ended December 29, 1990 and 
              incorporated herein by reference).

   4.2        Articles of Amendment to the 
              Restated Articles of Incorporation 
              (filed as Exhibit 3.2 to the 
              company's 8-K dated January 31, 1992 
              and incorporated herein by 
              reference).

   4.3        By-laws of Tultex Corporation (filed 
              as Exhibit 3.3 to the company's 
              Amendment No. 1 to Form S-1 dated 
              March 17, 1995 and incorporated 
              herein by reference).

   4.4        Indenture among Tultex Corporation, 
              the Guarantors and First Union 
              National Bank of Virginia, as Trustee, 
              relating to the Senior Notes dated 
              March 23, 1995 (filed as Exhibit 4.1 
              to the company's Amendment No. 1 to 
              Form S-1 dated March 17, 1995 and 
              incorporated herein by reference).

   4.5        Senior Note (included in Exhibit 4.1 
              as filed with the company's Amendment 
              No. 1 to Form S-1 dated March 17, 
              1995 and incorporated herein by 
              reference). 

   4.6        Subsidiary Guarantee (included in 
              Exhibit 4.1 as filed with the 
              company's Amendment No. 1 to Form S-1 
              dated March 17, 1995 and incorporated 
              herein by reference). 

    5         Opinion of Hunton & Williams as to the
              legality of the securities being 
              registered.

    23.1      Consent of Coopers & Lybrand.

    24.2      Consent of Hunton & Williams (included
              in the opinion filed as Exhibit 5 to 
              the Registration Statement).

    25        Power of Attorney.