Registration No. 33- 
        
      
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                               

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

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

                    Nevada                          95-1865716
         (State or other jurisdiction            (I.R.S. employer
       of incorporation or organization)    identification no.) 

                          72 Cummings Point Road
                       Stamford, Connecticut  06902
                              (203) 977-1000
                 (Address of principal executive offices)

                         Capital Accumulation Plan
                         (Full title of the plan)

                            WILKES McCLAVE, III
                             Tosco Corporation
                          72 Cummings Point Road
                       Stamford, Connecticut  06902
                  (Name and address of agent for service)

                              (203) 977-1005
       (Telephone number, including area code of agent for
service)
                                               
<TABLE>

<CAPTION>
                      CALCULATION OF REGISTRATION FEE

                                         Proposed     Proposed
                                         maximum       maximum
                      Amount             offering      aggregate   Amount of
Title of Securities  to be               price         offering    Registration
to be registered     registered          per share(1)   price       fee

<S>                   <C>                 <C>            <C>         <C>
Common Stock
$.75 par value       425,000             $31.00 (1)     $13,175,000   $4,544    
                     shares    

Interests in the
Capital Accumulation 
Plan                   (2)                    (3)          (3)          (3)

(1)     Estimated solely for purposes of calculating the registration fee pursuant to
        Rule 457(c).  Based upon $31.00, the closing price for a share of Common Stock
        of the Registrant on the New York Stock Exchange on June 10, 1994 as reported in
        the consolidated trading system.

(2)     Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
        Statement also covers an indeterminate amount of plan interests to be offered or
        sold pursuant to the Capital Accumulation Plan.

(3)     Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate fee is
        required to register plan interests.
</TABLE>

                            PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Note:     The documents containing the information specified in
          this Part I will be sent or given to employees as
          specified by Rule 428(b)(1) promulgated under the
          Securities Act of 1933, as amended (the "Act").  Such
          documents need not be filed with the Securities and
          Exchange Commission (the "Commission") either as part
          of this Registration Statement or as prospectuses or
          prospectus supplements pursuant to Rule 424 under the
          Act.  These documents and the documents incorporated by
          reference in the Registration Statement pursuant to
          Item 3 of Part II of this Form S-8, taken together,
          constitute a prospectus that meets the requirements of
          Section 10(a) of the Act.  See Rule 428(a)(1) under the
          Act.

<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed by the Registrant
with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.

     (c)  Item 1 of the Registrant's Registration Statement on
Form 8-A, dated June 29, 1989, filed to register the Registrant's
Common Stock, par value $.75 per share (the "Common Stock"),
pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").

     All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities 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 of such
documents.

Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.
 
Item 6.  Indemnification of Directors and Officers.

     The Restated Articles of Incorporation of the Registrant
provide that the Registrant shall, to the fullest extent provided
by the Nevada General Corporation Law (the "Nevada GCL"),
indemnify any and all persons whom it shall have the power to
indemnify under the Nevada GCL from and against any and all of
the expenses, liabilities or other matters referred to in or
covered by the Nevada GCL.  The indemnification provided for in
the Registrant's Restated Articles of Incorporation shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under any By-Law, agreement, vote of stockholders
or disinterested Directors, statute, rule or by common law or
otherwise.

     Reference is also made to the By-Laws of the Registrant,
which provide certain indemnification rights to the Directors and
officers of the Registrant.

     Reference is made to Section 78.751 of the Nevada GCL which
provides for indemnification of Directors, officers, employees
and certain other persons under certain circumstances and
provides that a corporation may indemnify a person otherwise than
pursuant to the provisions of such Section.  Reference is made to
Section 78.752 of the Nevada GCL which permits a corporation to
maintain liability insurance or certain other financial
arrangements on behalf of such persons.

     The Registrant continues to maintain Directors and officers
liability insurance policies.  The Registrant presently carries
Directors and officers liability coverage under a policy
maintained with a wholly-owned subsidiary of the Registrant
engaged in the insurance business in Bermuda.  In addition, the
Registrant carries Directors and officers liability coverage
under policies maintained with private unaffiliated insurance
carriers.  The insurance subsidiary has deposited in trust the
insurance premiums received by it from the Registrant which will
be used to pay losses which are covered by the insurance policy
issued by such subsidiary.

     The Restated Articles of Incorporation of the Registrant
include a provision which eliminates the liability of Directors
and officers to the Registrant or its stockholders for damages
for breaches of their fiduciary duty, except for liability
(i) for acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law; or (ii) for the payment of
dividends in violation of the provisions of the Nevada GCL which
provide that directors who, willfully or with gross negligence,
permit the payment of a dividend or the making of a distribution
other than as permitted by the Nevada GCL are jointly and
severally liable for the lesser of the amount of the dividend or
the loss sustained by reason of the dividend or other
distribution to stockholders.

     The Registrant has entered into indemnification agreements
with its Directors which provide them with certain
indemnification rights.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit
Number 


5*     -  Opinion of Stroock & Stroock & Lavan.

23(a)* -  Consent of Stroock & Stroock & Lavan.  Included in
          Exhibit 5 to this Registration Statement.

23(b)* -  Consent of Coopers & Lybrand.

24*    -  Power of Attorney (included at page 11-6).

______________________

*    Filed herewith.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

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

             (iii)  To include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in the Registration
          Statement.

          Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

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

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

          (4)  If the Registrant is a foreign private issuer, to
file a post-effective amendment to the Registration Statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


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

<PAGE>

                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, 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 Stamford, State of Connecticut, on the 31st day of
May, 1994.

                                   TOSCO CORPORATION
                                     (Registrant)


                                   By: /s/ Thomas D. O'Malley    
                                        Thomas D. O'Malley
                                        Chairman of the Board of
                                        Directors and Chief
                                        Executive Officer



                        POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated. 
Each person whose signature appears below hereby authorizes
Thomas D. O'Malley, Jefferson F. Allen, and Wilkes McClave III,
and any of them acting individually, with full power of
substitution to file one or more amendments, including
Post-Effective Amendments, to this Registration Statement, which
Amendments may make such changes as any of them deems
appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints
Thomas D. O'Malley, Jefferson F. Allen, and Wilkes McClave III,
and any of them acting individually, with full power of
substitution, as Attorney-in-Fact to execute his name and on his
behalf to file any such Amendments to this Registration
Statement.

Signature                     Title               Date


/s/ Thomas D. O'Malley   Chairman of the       May 31, 1994
Thomas D. O'Malley       Board of Directors
                         and Chief Executive
                         Officer


/s/ Jefferson F. Allen   Principal Financial   May 31, 1994
Jefferson F. Allen       Officer and Director


/s/ Robert I. Santo      Principal Accounting  May 31, 1994
Robert I. Santo          Officer


/s/ Joseph B. Carr       Director              May 31, 1994
Joseph B. Carr


/s/ Houston I. Flournoy  Director              May 31, 1994
Houston I. Flournoy      


/s/ Clarence G. Frame    Director              May 31, 1994
Clarence G. Frame        


                         Director              May   , 1994
Edmund A. Hajim


/s/ Joseph P. Ingrassia  Director              May 31, 1994
Joseph P. Ingrassia      


/s/ Charles J. Luellen   Director              May 31, 1994
Charles J. Luellen

<PAGE>

                          EXHIBIT INDEX

Exhibit                                                Page
Number    Description                                  Number

5*        Opinion of Stroock & Stroock & Lavan.

23(a)*    Consent of Stroock & Stroock & Lavan.
          Included in Exhibit 5 to this 
          Registration Statement

23(b)*    Consent of Coopers & Lybrand.

24*       Power of Attorney (included at page II-6).


                         

*  Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15845}]
{"company-data": {"conformed-name": "TOSCO CORP", "cik": "0000074091", "assigned-sic": "2911", "irs-number": "951865716", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54153", "film-number": "94534446"}, "business-address": {"street1": "72 CUMMINGS POINT RD", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2039771000"}, "mail-address": {"street1": "72 CUMMINGS POINT RD", "city": "STAMFORD", "state": "CT", "zip": "06902"}, "former-company": {"former-conformed-name": "OIL SHALE CORP", "date-changed": "19760810"}}
Registration No. 33- 
        
      
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                               

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

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

                    Nevada                          95-1865716
         (State or other jurisdiction            (I.R.S. employer
       of incorporation or organization)    identification no.) 

                          72 Cummings Point Road
                       Stamford, Connecticut  06902
                              (203) 977-1000
                 (Address of principal executive offices)

                         Capital Accumulation Plan
                         (Full title of the plan)

                            WILKES McCLAVE, III
                             Tosco Corporation
                          72 Cummings Point Road
                       Stamford, Connecticut  06902
                  (Name and address of agent for service)

                              (203) 977-1005
       (Telephone number, including area code of agent for
service)
CALCULATION OF REGISTRATION FEE

                                         Proposed     Proposed
                                         maximum       maximum
                      Amount             offering      aggregate   Amount of
Title of Securities  to be               price         offering    Registration
to be registered     registered          per share(1)   price       fee
Common Stock
$.75 par value       425,000             $31.00 (1)     $13,175,000   $4,544    
                     shares    

Interests in the
Capital Accumulation 
Plan                   (2)                    (3)          (3)          (3)

(1)     Estimated solely for purposes of calculating the registration fee pursuant to
        Rule 457(c).  Based upon $31.00, the closing price for a share of Common Stock
        of the Registrant on the New York Stock Exchange on June 10, 1994 as reported in
        the consolidated trading system.

(2)     Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
        Statement also covers an indeterminate amount of plan interests to be offered or
        sold pursuant to the Capital Accumulation Plan.

(3)     Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate fee is
        required to register plan interests.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:     The documents containing the information specified in
          this Part I will be sent or given to employees as
          specified by Rule 428(b)(1) promulgated under the
          Securities Act of 1933, as amended (the "Act").  Such
          documents need not be filed with the Securities and
          Exchange Commission (the "Commission") either as part
          of this Registration Statement or as prospectuses or
          prospectus supplements pursuant to Rule 424 under the
          Act.  These documents and the documents incorporated by
          reference in the Registration Statement pursuant to
          Item 3 of Part II of this Form S-8, taken together,
          constitute a prospectus that meets the requirements of
          Section 10(a) of the Act.  See Rule 428(a)(1) under the
          Act.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed by the Registrant
with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.

     (c)  Item 1 of the Registrant's Registration Statement on
Form 8-A, dated June 29, 1989, filed to register the Registrant's
Common Stock, par value $.75 per share (the "Common Stock"),
pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").

     All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities 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 of such
documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.
 
Item 6.  Indemnification of Directors and Officers.

     The Restated Articles of Incorporation of the Registrant
provide that the Registrant shall, to the fullest extent provided
by the Nevada General Corporation Law (the "Nevada GCL"),
indemnify any and all persons whom it shall have the power to
indemnify under the Nevada GCL from and against any and all of
the expenses, liabilities or other matters referred to in or
covered by the Nevada GCL.  The indemnification provided for in
the Registrant's Restated Articles of Incorporation shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under any By-Law, agreement, vote of stockholders
or disinterested Directors, statute, rule or by common law or
otherwise.

     Reference is also made to the By-Laws of the Registrant,
which provide certain indemnification rights to the Directors and
officers of the Registrant.

     Reference is made to Section 78.751 of the Nevada GCL which
provides for indemnification of Directors, officers, employees
and certain other persons under certain circumstances and
provides that a corporation may indemnify a person otherwise than
pursuant to the provisions of such Section.  Reference is made to
Section 78.752 of the Nevada GCL which permits a corporation to
maintain liability insurance or certain other financial
arrangements on behalf of such persons.

     The Registrant continues to maintain Directors and officers
liability insurance policies.  The Registrant presently carries
Directors and officers liability coverage under a policy
maintained with a wholly-owned subsidiary of the Registrant
engaged in the insurance business in Bermuda.  In addition, the
Registrant carries Directors and officers liability coverage
under policies maintained with private unaffiliated insurance
carriers.  The insurance subsidiary has deposited in trust the
insurance premiums received by it from the Registrant which will
be used to pay losses which are covered by the insurance policy
issued by such subsidiary.

     The Restated Articles of Incorporation of the Registrant
include a provision which eliminates the liability of Directors
and officers to the Registrant or its stockholders for damages
for breaches of their fiduciary duty, except for liability
(i) for acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law; or (ii) for the payment of
dividends in violation of the provisions of the Nevada GCL which
provide that directors who, willfully or with gross negligence,
permit the payment of a dividend or the making of a distribution
other than as permitted by the Nevada GCL are jointly and
severally liable for the lesser of the amount of the dividend or
the loss sustained by reason of the dividend or other
distribution to stockholders.

     The Registrant has entered into indemnification agreements
with its Directors which provide them with certain
indemnification rights.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit
Number 

5*     -  Opinion of Stroock & Stroock & Lavan.

23(a)* -  Consent of Stroock & Stroock & Lavan.  Included in
          Exhibit 5 to this Registration Statement.

23(b)* -  Consent of Coopers & Lybrand.

24*    -  Power of Attorney (included at page 11-6).

______________________

*    Filed herewith.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

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

             (iii)  To include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in the Registration
          Statement.

          Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

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

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

          (4)  If the Registrant is a foreign private issuer, to
file a post-effective amendment to the Registration Statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

          Pursuant to the requirements of the Securities Act of
1933, 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 Stamford, State of Connecticut, on the 31st day of
May, 1994.

                                   TOSCO CORPORATION
                                     (Registrant)

                                   By: /s/ Thomas D. O'Malley    
                                        Thomas D. O'Malley
                                        Chairman of the Board of
                                        Directors and Chief
                                        Executive Officer

                        POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated. 
Each person whose signature appears below hereby authorizes
Thomas D. O'Malley, Jefferson F. Allen, and Wilkes McClave III,
and any of them acting individually, with full power of
substitution to file one or more amendments, including
Post-Effective Amendments, to this Registration Statement, which
Amendments may make such changes as any of them deems
appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints
Thomas D. O'Malley, Jefferson F. Allen, and Wilkes McClave III,
and any of them acting individually, with full power of
substitution, as Attorney-in-Fact to execute his name and on his
behalf to file any such Amendments to this Registration
Statement.

Signature                     Title               Date

/s/ Thomas D. O'Malley   Chairman of the       May 31, 1994
Thomas D. O'Malley       Board of Directors
                         and Chief Executive
                         Officer

/s/ Jefferson F. Allen   Principal Financial   May 31, 1994
Jefferson F. Allen       Officer and Director

/s/ Robert I. Santo      Principal Accounting  May 31, 1994
Robert I. Santo          Officer

/s/ Joseph B. Carr       Director              May 31, 1994
Joseph B. Carr

/s/ Houston I. Flournoy  Director              May 31, 1994
Houston I. Flournoy      

/s/ Clarence G. Frame    Director              May 31, 1994
Clarence G. Frame        

                         Director              May   , 1994
Edmund A. Hajim

/s/ Joseph P. Ingrassia  Director              May 31, 1994
Joseph P. Ingrassia      

/s/ Charles J. Luellen   Director              May 31, 1994
Charles J. Luellen
EXHIBIT INDEX

Exhibit                                                Page
Number    Description                                  Number

5*        Opinion of Stroock & Stroock & Lavan.

23(a)*    Consent of Stroock & Stroock & Lavan.
          Included in Exhibit 5 to this 
          Registration Statement

23(b)*    Consent of Coopers & Lybrand.

24*       Power of Attorney (included at page II-6).

                         

*  Filed herewith.