<PAGE>




       As filed with the Securities and Exchange Commission on May 12, 1997
                                                       Registration No. 33-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             The Topps Company, Inc.
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                          11-2849283
---------------------------------                      ----------------------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                               1 Whitehall Street
                            New York, New York 10004
                            ------------------------
                     (Address of principal executive offices

                 The Topps Company, Inc. 1987 Stock Option Plan
                 The Topps Company, Inc. 1996 Stock Option Plan
                 ----------------------------------------------
                            (Full title of the plans)

                              Warren E. Friss, Esq.
                             Deputy General Counsel
                             The Topps Company, Inc.
                               1 Whitehall Street
                            New York, New York 10004
                                 (212) 376-0300
                                 --------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

                                    COPY TO:
                             Steven J. Gartner, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000


                         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(1)    per share (2)    price (2)     fee
--------------------------------------------------------------------------------
Common Stock,
$0.01 par
value per
share             3,518,642        $3.9375          $13,854,652   $4,198.38
_________________________

      (1)   This Registration Statement covers the 1,751,663 shares authorized
            to be sold under The Topps Company, Inc. 1996 Stock Option Plan and
            1,766,979 shares authorized to be sold under The Topps Company, Inc.
            1987 Stock Option Plan (collectively, the "Plans").

      (2)   Estimated solely for calculating the amount of the registration fee,
            pursuant to Rule 457(h) under the Securities Act of 1933, as amended
            (the "Securities Act").








<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents, filed with the Securities and Exchange Commission
(the "Commission") by The Topps Company, Inc., a Delaware corporation (the
"Company"), are incorporated herein by reference:

                          (a) The Company's Annual Report on Form 10-K for the
          fiscal year ended March 2, 1996, as amended by Form 10-K/A filed on
          June 12, 1996, pursuant to the Securities Exchange Act of 1934, as
          amended (the "Exchange Act");

                          (b) The Company's Quarterly Reports on Form 10-Q for
          the quarters ended June 1, 1996, August 31, 1996 and November 30,
          1996, filed pursuant to the Exchange Act;

                          (c) The Company's amendment on Form 10-Q/A to its
          Quarterly Report on Form 10-Q, for the quarter ended November 25,
          1995, filed on August 12, 1996; and

                          (d) The description of Company's Common Stock, par
          value $0.01 per share (the "Common Stock"), which is contained in the
          Company's Registration Statement on Form 8-A, filed pursuant to the
          Exchange Act, dated May 1, 1987, as updated in the Company's
          Registration Statement on Form S-1, Registration No. 33-27826, filed
          pursuant to the Securities Act, dated April 26, 1989.

      In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

         Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Willkie Farr & Gallagher.  As of the date of this 
Registration Statement, Jack H. Nusbaum, a partner of



<PAGE>



Willkie Farr & Gallagher, is a director of the Company and beneficially owns
47,000 shares of Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware Corporation Law expressly permits
indemnification of officers and directors of Delaware corporations against
claims, judgments and expenses arising in connection with legal or
administrative proceedings or otherwise, including amounts paid in settlement of
a claim or litigation, if the officer or director acted in good faith and in a
manner he believed to be in, or not opposed to, the best interest of the
corporation.

      Article NINTH of the Company's Restated Certificate of Incorporation
provides that no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (i) for breach of the director's duty or loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of the law, (iii) for the unlawful
payment of dividends on or redemption of the Company's capital stock or (iv) for
any transactions from which the director derives an improper personal benefit.
Article THIRTEENTH of the Company's Restated Certificate of Incorporation
provides that any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (whether or not by or
in the right of the Company) by reason of the fact that he is or was a director,
officer, incorporator, employee, or agent of the Company, or is or was serving
at the request of the Company as a director, officer, incorporator, employee,
partner, trustee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise (including an employee benefit plan), shall be
entitled to be indemnified by the Company to the full extent then permitted by
law against expenses (including attorneys' fees), judgments, fines (including
excise taxes assessed on a person with respect to an employee benefit plan), and
amounts paid in settlement incurred by him in connection with such action, suit,
or proceeding.

      The Company also has a policy insuring it and its directors and officers
against certain liabilities, including liabilities under the Securities Act.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable





                                       2

<PAGE>




Item 8.  EXHIBITS

Exhibit No.
-----------

                           4.1 Specimen certificate for shares of the Common
                  Stock, (incorporated by reference to the Company's
                  registration statement on Form 8A, pursuant to the Exchange
                  Act, dated May 1, 1987, Exhibit 3).

                           4.2 Form of Restated Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  registration statement on Form S-3, registration Number
                  33-43567, dated October 29, 1991, Exhibit 3.1).

                           4.3 Form of Restated By-Laws of the Company
                  (incorporated by reference to the Company's registration
                  statement on Form S-3, registration Number 33-43567, dated
                  October 29, 1991, Exhibit 3.2).

                           5  Opinion of Willkie Farr & Gallagher as to the
                  validity of the shares to be issued.

                           23.1  Consent of Deloitte & Touche LLP.

                           23.2  Consent of Willkie Farr & Gallagher (contained
                  in Exhibit 5).


Item 9.  UNDERTAKINGS

     1.  The undersigned registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:

                  (i)  to include any prospectus required by Section 10(a)(3)
             of the Securities Act;

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



                                       3
<PAGE>


             change to such information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (b) 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.

         (c) 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.

     2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                   SIGNATURES

     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


                                       4

<PAGE>


caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 1st day of May, 1997.

                                           THE TOPPS COMPANY, INC.



                                           By:     /s/ Arthur T. Shorin
                                              -------------------------------
                                                    Arthur T. Shorin
                                                    Chairman of the Board and
                                                    Chief Executive Officer



















                                       5
<PAGE>





         Each of the undersigned officers and directors of The Topps Company,
Inc. hereby severally constitutes and appoints Arthur T. Shorin and Scott
Silverstein, and each of them, his true and lawful attorney-in-fact, in any and
all capacities, with full power of substitution, to sign any further amendments
to this Registration Statement (including post-effective amendments), and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, 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 might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact, or
either of them, may lawfully do or cause to be done by virtue hereof.

         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 and on the dates indicated.


Signature                  Title                                   Date
---------                  -----                                   ----


/s/ Arthur T. Shorin       Chairman of the Board, Chief            May 1, 1997
Arthur T. Shorin           Executive Officer and Director



/s/ John J. Langdon        President, Chief Operating              May 1, 1997
John J. Langdon            Officer and Director



/s/ Catherine Jessup       Vice President and                      May 1, 1997
Catherine Jessup           Chief Financial Officer



/s/ Seymour P. Berger      Director                                May 1, 1997
Seymour P. Berger



/s/ Allan A. Feder         Director                                May 1, 1997
Allan A. Feder



/s/ David M. Mauer         Director                                May 1, 1997
David M. Mauer




/s/ Stephen D. Greenberg   Director                                May 1, 1997
Stephen D. Greenberg








                                       
<PAGE>





Signature                  Title                                   Date
---------                  -----                                   ----



/s/ Wm. Brian Little       Director                                May 1, 1997
Wm. Brian Little



/s/ Jack H. Nusbaum        Director                                May 1, 1997
Jack H. Nusbaum



/s/ Stanley Tulchin        Director                                May 1, 1997
Stanley Tulchin














                                       2


<PAGE>







                                INDEX TO EXHIBITS

Exhibit No.                                                               Page
-----------                                                               ----

4.1            Specimen certificate for shares of the Common Stock
               (incorporated by reference to the Company's registration
               statement on Form 8A, pursuant to the Exchange Act,
               dated May 1, 1987, Exhibit 3)

4.2            Form of Restated Certificate of Incorporation of
               the Company (incorporated by reference to the
               Company's registration Statement on Form S-3,
               registration Number 33-43567, dated October 29,
               1991, Exhibit 3.1).

4.3            Form of Restated By-Laws of the Company (incorporated
               by reference to the Company's registration statement
               on Form S-3, registration Number 33-43567, dated
               October 29, 1991, Exhibit 3.2).

5              Opinion of Willkie Farr & Gallagher as to the validity
               of the shares to be issued.

23.1           Consent of Deloitte & Touche LLP.

23.2           Consent of Willkie Farr & Gallagher
               (contained in exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18150}]
{"company-data": {"conformed-name": "TOPPS CO INC", "cik": "0000812076", "assigned-sic": "2750", "irs-number": "112849283", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26873", "film-number": "97600240"}, "business-address": {"street1": "ONE WHITEHALL STREET", "city": "NEW YORK", "state": "NY", "zip": "10004-2109", "phone": "2123760300"}, "mail-address": {"street1": "ONE WHITEHALL ST", "street2": "ONE WHITEHALL ST", "city": "NEW YORK", "state": "NY", "zip": "10004"}}
As filed with the Securities and Exchange Commission on May 12, 1997
                                                       Registration No. 33-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             The Topps Company, Inc.
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                          11-2849283
---------------------------------                      ----------------------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                               1 Whitehall Street
                            New York, New York 10004
                            ------------------------
                     (Address of principal executive offices

                 The Topps Company, Inc. 1987 Stock Option Plan
                 The Topps Company, Inc. 1996 Stock Option Plan
                 ----------------------------------------------
                            (Full title of the plans)

                              Warren E. Friss, Esq.
                             Deputy General Counsel
                             The Topps Company, Inc.
                               1 Whitehall Street
                            New York, New York 10004
                                 (212) 376-0300
                                 --------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

                                    COPY TO:
                             Steven J. Gartner, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000

                         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(1)    per share (2)    price (2)     fee
--------------------------------------------------------------------------------
Common Stock,
$0.01 par
value per
share             3,518,642        $3.9375          $13,854,652   $4,198.38
_________________________

      (1)   This Registration Statement covers the 1,751,663 shares authorized
            to be sold under The Topps Company, Inc. 1996 Stock Option Plan and
            1,766,979 shares authorized to be sold under The Topps Company, Inc.
            1987 Stock Option Plan (collectively, the "Plans").

      (2)   Estimated solely for calculating the amount of the registration fee,
            pursuant to Rule 457(h) under the Securities Act of 1933, as amended
            (the "Securities Act").
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents, filed with the Securities and Exchange Commission
(the "Commission") by The Topps Company, Inc., a Delaware corporation (the
"Company"), are incorporated herein by reference:

                          (a) The Company's Annual Report on Form 10-K for the
          fiscal year ended March 2, 1996, as amended by Form 10-K/A filed on
          June 12, 1996, pursuant to the Securities Exchange Act of 1934, as
          amended (the "Exchange Act");

                          (b) The Company's Quarterly Reports on Form 10-Q for
          the quarters ended June 1, 1996, August 31, 1996 and November 30,
          1996, filed pursuant to the Exchange Act;

                          (c) The Company's amendment on Form 10-Q/A to its
          Quarterly Report on Form 10-Q, for the quarter ended November 25,
          1995, filed on August 12, 1996; and

                          (d) The description of Company's Common Stock, par
          value $0.01 per share (the "Common Stock"), which is contained in the
          Company's Registration Statement on Form 8-A, filed pursuant to the
          Exchange Act, dated May 1, 1987, as updated in the Company's
          Registration Statement on Form S-1, Registration No. 33-27826, filed
          pursuant to the Securities Act, dated April 26, 1989.

      In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

         Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Willkie Farr & Gallagher.  As of the date of this 
Registration Statement, Jack H. Nusbaum, a partner of
Willkie Farr & Gallagher, is a director of the Company and beneficially owns
47,000 shares of Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware Corporation Law expressly permits
indemnification of officers and directors of Delaware corporations against
claims, judgments and expenses arising in connection with legal or
administrative proceedings or otherwise, including amounts paid in settlement of
a claim or litigation, if the officer or director acted in good faith and in a
manner he believed to be in, or not opposed to, the best interest of the
corporation.

      Article NINTH of the Company's Restated Certificate of Incorporation
provides that no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (i) for breach of the director's duty or loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of the law, (iii) for the unlawful
payment of dividends on or redemption of the Company's capital stock or (iv) for
any transactions from which the director derives an improper personal benefit.
Article THIRTEENTH of the Company's Restated Certificate of Incorporation
provides that any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (whether or not by or
in the right of the Company) by reason of the fact that he is or was a director,
officer, incorporator, employee, or agent of the Company, or is or was serving
at the request of the Company as a director, officer, incorporator, employee,
partner, trustee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise (including an employee benefit plan), shall be
entitled to be indemnified by the Company to the full extent then permitted by
law against expenses (including attorneys' fees), judgments, fines (including
excise taxes assessed on a person with respect to an employee benefit plan), and
amounts paid in settlement incurred by him in connection with such action, suit,
or proceeding.

      The Company also has a policy insuring it and its directors and officers
against certain liabilities, including liabilities under the Securities Act.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable

                                       2
Item 8.  EXHIBITS

Exhibit No.
-----------

                           4.1 Specimen certificate for shares of the Common
                  Stock, (incorporated by reference to the Company's
                  registration statement on Form 8A, pursuant to the Exchange
                  Act, dated May 1, 1987, Exhibit 3).

                           4.2 Form of Restated Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  registration statement on Form S-3, registration Number
                  33-43567, dated October 29, 1991, Exhibit 3.1).

                           4.3 Form of Restated By-Laws of the Company
                  (incorporated by reference to the Company's registration
                  statement on Form S-3, registration Number 33-43567, dated
                  October 29, 1991, Exhibit 3.2).

                           5  Opinion of Willkie Farr & Gallagher as to the
                  validity of the shares to be issued.

                           23.1  Consent of Deloitte & Touche LLP.

                           23.2  Consent of Willkie Farr & Gallagher (contained
                  in Exhibit 5).

Item 9.  UNDERTAKINGS

     1.  The undersigned registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:

                  (i)  to include any prospectus required by Section 10(a)(3)
             of the Securities Act;

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

                                       3
change to such information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (b) 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.

         (c) 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.

     2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                   SIGNATURES

     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

                                       4
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 1st day of May, 1997.

                                           THE TOPPS COMPANY, INC.

                                           By:     /s/ Arthur T. Shorin
                                              -------------------------------
                                                    Arthur T. Shorin
                                                    Chairman of the Board and
                                                    Chief Executive Officer

                                       5
Each of the undersigned officers and directors of The Topps Company,
Inc. hereby severally constitutes and appoints Arthur T. Shorin and Scott
Silverstein, and each of them, his true and lawful attorney-in-fact, in any and
all capacities, with full power of substitution, to sign any further amendments
to this Registration Statement (including post-effective amendments), and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, 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 might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact, or
either of them, may lawfully do or cause to be done by virtue hereof.

         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 and on the dates indicated.

Signature                  Title                                   Date
---------                  -----                                   ----

/s/ Arthur T. Shorin       Chairman of the Board, Chief            May 1, 1997
Arthur T. Shorin           Executive Officer and Director

/s/ John J. Langdon        President, Chief Operating              May 1, 1997
John J. Langdon            Officer and Director

/s/ Catherine Jessup       Vice President and                      May 1, 1997
Catherine Jessup           Chief Financial Officer

/s/ Seymour P. Berger      Director                                May 1, 1997
Seymour P. Berger

/s/ Allan A. Feder         Director                                May 1, 1997
Allan A. Feder

/s/ David M. Mauer         Director                                May 1, 1997
David M. Mauer

/s/ Stephen D. Greenberg   Director                                May 1, 1997
Stephen D. Greenberg
Signature                  Title                                   Date
---------                  -----                                   ----

/s/ Wm. Brian Little       Director                                May 1, 1997
Wm. Brian Little

/s/ Jack H. Nusbaum        Director                                May 1, 1997
Jack H. Nusbaum

/s/ Stanley Tulchin        Director                                May 1, 1997
Stanley Tulchin

                                       2
INDEX TO EXHIBITS

Exhibit No.                                                               Page
-----------                                                               ----

4.1            Specimen certificate for shares of the Common Stock
               (incorporated by reference to the Company's registration
               statement on Form 8A, pursuant to the Exchange Act,
               dated May 1, 1987, Exhibit 3)

4.2            Form of Restated Certificate of Incorporation of
               the Company (incorporated by reference to the
               Company's registration Statement on Form S-3,
               registration Number 33-43567, dated October 29,
               1991, Exhibit 3.1).

4.3            Form of Restated By-Laws of the Company (incorporated
               by reference to the Company's registration statement
               on Form S-3, registration Number 33-43567, dated
               October 29, 1991, Exhibit 3.2).

5              Opinion of Willkie Farr & Gallagher as to the validity
               of the shares to be issued.

23.1           Consent of Deloitte & Touche LLP.

23.2           Consent of Willkie Farr & Gallagher
               (contained in exhibit 5).