<PAGE>
 
   As filed with the Securities and Exchange Commission on February 13, 1997
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                                  ___________

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

                             THE RIGHT START, INC.
             ------------------------------------------------------        
             (Exact Name of Registrant as Specified in Its Charter)

                    CALIFORNIA                            95-3971414
     (State or Other Jurisdiction of Incorporation     (I.R.S. Employer 
                 or Organization)                    Identification Number)

                           5334 STERLING CENTER DRIVE
                      WESTLAKE VILLAGE, CALIFORNIA  91361
                                 (818) 707-7100
   (Address, Including Zip Code, and Telephone Number, Including Area Code,)
                  of Registrant's Principal Executive Offices)

                    1995 NON-EMPLOYEE DIRECTORS OPTION PLAN
                              (Full title of Plan)
                          ___________________________

                               MR. JERRY R. WELCH
                            CHIEF EXECUTIVE OFFICER
                           5334 STERLING CENTER DRIVE
                      WESTLAKE VILLAGE, CALIFORNIA  91361
                                 (818) 707-7100
      (Name, Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent For Service)

                                   COPIES TO:
                           Kenneth J. Baronsky, Esq.
                        Milbank, Tweed, Hadley & McCloy
                     601 South Figueroa Street, 30th Floor
                         Los Angeles, California  90017
                                 (213) 892-4000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
                                              Proposed maximum      Proposed maximum
 Title of Securities to      Amount to be    Offering price per    aggregate offering    Amount of registration
      be Registered         registered (1)        share (2)             price (2)                fee (2)
---------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                   <C>                   <C>
Common Stock,                     125,000                 $5.25           $656,250.00                   $199.00
no par value
===============================================================================================================
</TABLE>

    (1) There are also registered hereby such indeterminate number of shares of
        Common Stock as may become issuable by reason of operation of the anti-
        dilution provisions of the 1995 Non-Employee Directors Option Plan of
        the Registrant described herein.

    (2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
        proposed maximum offering price per share and the proposed maximum
        aggregate offering price are estimated solely for purposes of
        calculating the registration fee and are based upon the average of the
        high and low prices of the Common Stock of the Registrant on the Nasdaq
        National Market System on February 7, 1997.
<PAGE>
 
                                     PART I
                                     ------

               INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS


Item 1.  Plan Information
         ----------------

         Information required by Part I to be contained in the Section 10(a)
Prospectus (the "Prospectus") is omitted from the Registration Statement in
accordance with Rule 428 promulgated pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Note to Part I on Form S-8.  The Right
Start, Inc. (the "Registrant") has delivered or caused to be delivered to each
offeree of securities covered by this Registration Statement the Prospectus
relating thereto.

Item 2.  Registrant Information and Non-Employee Director Plan Annual
         ------------------------------------------------------------
         Information
         -----------

         The Registrant will, upon written or oral request, provide without 
charge to any person to whom the Prospectus relating to this Registration
Statement is delivered, a copy of any and all of the information which has been
incorporated by reference in such Prospectus and this Registration Statement
(pursuant to Item 3 of Part II below) as well as other documents required by
Rule 428(b) promulgated pursuant to the Securities Act. Such requests should be
directed to the Chief Financial Officer, The Right Start, Inc., 5334 Sterling
Center Drive, Westlake Village, California 91361.

                                    PART II
                                    -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

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

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     June 1, 1996, filed pursuant to Section 13(a) of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act").

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
     ended August 31, 1996, filed pursuant to Section 13(a) of the Exchange Act.

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
     ended November 30, 1996, filed pursuant to Section 13(a) of the Exchange
     Act.

     (d)  The description of the Registrant's common stock contained in the
     Registration Statement on Form 8-A filed by the Registrant under Section 12
     of the Exchange Act, including any amendment or report updating such
     description of Common Stock.
<PAGE>
 
      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all of
the shares of Common Stock registered hereunder have been sold or which
deregisters all of such shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.

Item 4.  Description of Securities
         -------------------------

         Only securities registered under Section 12 of the Exchange Act are 
being offered.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         None.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Section 317 of the California General Corporation Law makes provision 
for the indemnification of directors and officers, including indemnification 
under certain circumstances for liabilities arising under the Securities Act of 
1933, as amended. The Registrant's Amended and Restated Articles of
Incorporation provide for indemnification of its directors and officers to the
fullest extent permitted by the California General Corporation Law. In addition,
the Registrant has entered into indemnification agreements with its directors
and officers which contractually obligate the Registrant to indemnify its
directors and officers where permitted by applicable law.


Item 7.  Exhibits
         --------

     4.1.1*  Amended and Restated Articles of Incorporation of the Registrant,
             dated August 12, 1991.

     4.1.2*  Amendment to Articles of Incorporation, dated August 20, 1991.

     4.1.3*  Form of Amendment to Articles of Incorporation, dated August 24,
             1991.

     4.2*    Bylaws of the Registrant, as amended.

     4.3*    Specimen Common Stock Certificate for the Registrant.

     4.4     1995 Non-Employee Directors Option Plan.

     5       Opinion of Milbank, Tweed, Hadley & McCloy.

     23.1    Consent of Price Waterhouse LLP.

     23.2    Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5).

<PAGE>
 
     24  Power of Attorney (contained on the signature page hereof).

__________________
*Previously filed.


Item 9.  Undertakings
         ------------

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement;

          (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 Section 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 this Registration Statement
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
                                                      ---------         
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          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
<PAGE>
 
          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>
 
                                   SIGNATURES


          The Registrant.  Pursuant to the requirements of the Securities Act of
          --------------                                                        
1933, 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 Westlake Village, State of California, on this
13th day of February, 1997.


                              THE RIGHT START, INC.



                              By:  /s/ Jerry R. Welch
                                 ------------------------------
                                 Name:  Jerry R. Welch
                                 Title: Chief Executive Officer



                               POWER OF ATTORNEY

          The Registrant and each person whose signature appears below hereby
authorizes Jerry R. Welch and Gina M. Shauer, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite or 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 said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof and the Registrant hereby confers like
authority on its behalf.
<PAGE>
 
          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
 
        Signature                      Title                    Date
        ---------                      -----                    ----
 
<S>                         <C>                           <C>
/s/ Jerry R. Welch            Chairman of the Board,      February 13, 1997
-------------------------           President
Jerry R. Welch              and Chief Executive Officer

/s/ Richard A. Kayne                 Director             February 13, 1997
-------------------------
Richard A. Kayne

                                     Director             
-------------------------
Andrew D. Feshbach

/s/ Robert R. Hollman                Director             February 13, 1997
-------------------------
Robert R. Hollman

                                     Director             
-------------------------
Fred Kayne

/s/ Howard M. Zelikow                Director             February 13, 1997
-------------------------
Howard M. Zelikow

                                     Director             
-------------------------
David Warnock

/s/ Gina M. Shauer            Chief Financial Officer     February 13, 1997
-------------------------    (Principal Financial and
Gina M. Shauer                 Accounting Officer)
 
</TABLE>
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
 
Exhibit Number                      Description
--------------                      -----------
<C>              <S>
      4.1.1*     Amended and Restated Articles of
                 Incorporation of the Registrant, dated August
                 12, 1991.

      4.1.2*     Amendment to Articles of Incorporation, dated
                 August 20, 1991.

      4.1.3*     Form of Amendment of Articles of
                 Incorporation, dated August 24, 1991.

      4.2*       Bylaws of the Registrant, as amended.

      4.3*       Specimen Common Stock Certificate for the
                 Registrant.

      4.4        1995 Non-Employee Directors Option Plan.

      5          Opinion of Milbank, Tweed, Hadley & McCloy.

      23.1       Consent of Price Waterhouse LLP.

      23.2       Consent of Milbank, Tweed, Hadley & McCloy.
                 (included in Exhibit 5).

      24         Power of Attorney (contained on the signature
                 page hereof).
</TABLE>
______________
*Previously filed.
[{"type": "S-8", "sequence": "1", "description": "1995 NON-EMPLOYEE DIRECTORS OPTION PLAN", "secsgml_size_bytes": 16699}]
{"company-data": {"conformed-name": "RIGHT START INC /CA", "cik": "0000878720", "assigned-sic": "5961", "irs-number": "953971414", "state-of-incorporation": "CA", "fiscal-year-end": "0529"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21747", "film-number": "97531168"}, "business-address": {"street1": "5334 STERLING CENTER DR", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361", "phone": "8187077100"}, "mail-address": {"street1": "5334 STERLING CENTER DRIVE", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361"}}
As filed with the Securities and Exchange Commission on February 13, 1997
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                                  ___________

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

                             THE RIGHT START, INC.
             ------------------------------------------------------        
             (Exact Name of Registrant as Specified in Its Charter)

                    CALIFORNIA                            95-3971414
     (State or Other Jurisdiction of Incorporation     (I.R.S. Employer 
                 or Organization)                    Identification Number)

                           5334 STERLING CENTER DRIVE
                      WESTLAKE VILLAGE, CALIFORNIA  91361
                                 (818) 707-7100
   (Address, Including Zip Code, and Telephone Number, Including Area Code,)
                  of Registrant's Principal Executive Offices)

                    1995 NON-EMPLOYEE DIRECTORS OPTION PLAN
                              (Full title of Plan)
                          ___________________________

                               MR. JERRY R. WELCH
                            CHIEF EXECUTIVE OFFICER
                           5334 STERLING CENTER DRIVE
                      WESTLAKE VILLAGE, CALIFORNIA  91361
                                 (818) 707-7100
      (Name, Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent For Service)

                                   COPIES TO:
                           Kenneth J. Baronsky, Esq.
                        Milbank, Tweed, Hadley & McCloy
                     601 South Figueroa Street, 30th Floor
                         Los Angeles, California  90017
                                 (213) 892-4000

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                              Proposed maximum      Proposed maximum
 Title of Securities to      Amount to be    Offering price per    aggregate offering    Amount of registration
      be Registered         registered (1)        share (2)             price (2)                fee (2)
---------------------------------------------------------------------------------------------------------------
Common Stock,                     125,000                 $5.25           $656,250.00                   $199.00
no par value
===============================================================================================================
(1) There are also registered hereby such indeterminate number of shares of
        Common Stock as may become issuable by reason of operation of the anti-
        dilution provisions of the 1995 Non-Employee Directors Option Plan of
        the Registrant described herein.

    (2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
        proposed maximum offering price per share and the proposed maximum
        aggregate offering price are estimated solely for purposes of
        calculating the registration fee and are based upon the average of the
        high and low prices of the Common Stock of the Registrant on the Nasdaq
        National Market System on February 7, 1997.
PART I
                                     ------

               INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1.  Plan Information
         ----------------

         Information required by Part I to be contained in the Section 10(a)
Prospectus (the "Prospectus") is omitted from the Registration Statement in
accordance with Rule 428 promulgated pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Note to Part I on Form S-8.  The Right
Start, Inc. (the "Registrant") has delivered or caused to be delivered to each
offeree of securities covered by this Registration Statement the Prospectus
relating thereto.

Item 2.  Registrant Information and Non-Employee Director Plan Annual
         ------------------------------------------------------------
         Information
         -----------

         The Registrant will, upon written or oral request, provide without 
charge to any person to whom the Prospectus relating to this Registration
Statement is delivered, a copy of any and all of the information which has been
incorporated by reference in such Prospectus and this Registration Statement
(pursuant to Item 3 of Part II below) as well as other documents required by
Rule 428(b) promulgated pursuant to the Securities Act. Such requests should be
directed to the Chief Financial Officer, The Right Start, Inc., 5334 Sterling
Center Drive, Westlake Village, California 91361.

                                    PART II
                                    -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

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

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     June 1, 1996, filed pursuant to Section 13(a) of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act").

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
     ended August 31, 1996, filed pursuant to Section 13(a) of the Exchange Act.

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
     ended November 30, 1996, filed pursuant to Section 13(a) of the Exchange
     Act.

     (d)  The description of the Registrant's common stock contained in the
     Registration Statement on Form 8-A filed by the Registrant under Section 12
     of the Exchange Act, including any amendment or report updating such
     description of Common Stock.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all of
the shares of Common Stock registered hereunder have been sold or which
deregisters all of such shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.

Item 4.  Description of Securities
         -------------------------

         Only securities registered under Section 12 of the Exchange Act are 
being offered.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         None.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Section 317 of the California General Corporation Law makes provision 
for the indemnification of directors and officers, including indemnification 
under certain circumstances for liabilities arising under the Securities Act of 
1933, as amended. The Registrant's Amended and Restated Articles of
Incorporation provide for indemnification of its directors and officers to the
fullest extent permitted by the California General Corporation Law. In addition,
the Registrant has entered into indemnification agreements with its directors
and officers which contractually obligate the Registrant to indemnify its
directors and officers where permitted by applicable law.

Item 7.  Exhibits
         --------

     4.1.1*  Amended and Restated Articles of Incorporation of the Registrant,
             dated August 12, 1991.

     4.1.2*  Amendment to Articles of Incorporation, dated August 20, 1991.

     4.1.3*  Form of Amendment to Articles of Incorporation, dated August 24,
             1991.

     4.2*    Bylaws of the Registrant, as amended.

     4.3*    Specimen Common Stock Certificate for the Registrant.

     4.4     1995 Non-Employee Directors Option Plan.

     5       Opinion of Milbank, Tweed, Hadley & McCloy.

     23.1    Consent of Price Waterhouse LLP.

     23.2    Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5).
24  Power of Attorney (contained on the signature page hereof).

__________________
*Previously filed.

Item 9.  Undertakings
         ------------

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement;

          (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 Section 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 this Registration Statement
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
                                                      ---------         
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          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.
SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
          --------------                                                        
1933, 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 Westlake Village, State of California, on this
13th day of February, 1997.

                              THE RIGHT START, INC.

                              By:  /s/ Jerry R. Welch
                                 ------------------------------
                                 Name:  Jerry R. Welch
                                 Title: Chief Executive Officer

                               POWER OF ATTORNEY

          The Registrant and each person whose signature appears below hereby
authorizes Jerry R. Welch and Gina M. Shauer, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite or 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 said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof and the Registrant hereby confers like
authority on its behalf.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                      Title                    Date
        ---------                      -----                    ----
/s/ Jerry R. Welch            Chairman of the Board,      February 13, 1997
-------------------------           President
Jerry R. Welch              and Chief Executive Officer

/s/ Richard A. Kayne                 Director             February 13, 1997
-------------------------
Richard A. Kayne

                                     Director             
-------------------------
Andrew D. Feshbach

/s/ Robert R. Hollman                Director             February 13, 1997
-------------------------
Robert R. Hollman

                                     Director             
-------------------------
Fred Kayne

/s/ Howard M. Zelikow                Director             February 13, 1997
-------------------------
Howard M. Zelikow

                                     Director             
-------------------------
David Warnock

/s/ Gina M. Shauer            Chief Financial Officer     February 13, 1997
-------------------------    (Principal Financial and
Gina M. Shauer                 Accounting Officer)
EXHIBIT INDEX
Exhibit Number                      Description
--------------                      -----------
4.1.1*     Amended and Restated Articles of
                 Incorporation of the Registrant, dated August
                 12, 1991.

      4.1.2*     Amendment to Articles of Incorporation, dated
                 August 20, 1991.

      4.1.3*     Form of Amendment of Articles of
                 Incorporation, dated August 24, 1991.

      4.2*       Bylaws of the Registrant, as amended.

      4.3*       Specimen Common Stock Certificate for the
                 Registrant.

      4.4        1995 Non-Employee Directors Option Plan.

      5          Opinion of Milbank, Tweed, Hadley & McCloy.

      23.1       Consent of Price Waterhouse LLP.

      23.2       Consent of Milbank, Tweed, Hadley & McCloy.
                 (included in Exhibit 5).

      24         Power of Attorney (contained on the signature
                 page hereof).
______________
*Previously filed.