As filed with the Securities and Exchange Commission on July 14, 1997.
                                                      Registration No.
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             Registration Statement Under The Securities Act of 1933

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

         Delaware                                            02-0450593
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification No.)

                               11 Riverside Street
                        Nashua, New Hampshire 03062-1373
                                 (603) 880-3005
          (Address, including zip code, of principal executive offices)

                    Restated and Amended Stock Incentive Plan
                           (Full titles of the plans)

                             Theodore J. Goodlander
                      President and Chief Executive Officer
                          Storage Computer Corporation
                               11 Riverside Street
                        Nashua, New Hampshire 03062-1373
                     (Name and address of agent for service)
                                 (603) 880-3005
          (Telephone number, including area code, of agent for service)

                                   copies to:
                             Gregory L. White, Esq.
                                Peabody & Arnold
                                 50 Rowes Wharf
                                Boston, MA 02110

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                Proposed
                                                            Proposed            maximum            Amount
Title of                     Amount                         maximum             aggregate          of
securities                   to be                          offering price      offering           registration
to be registered             registered                     per share           price              fee
---------------------------------------------------------------------------------------------------------------
<S>                          <C>                            <C>                 <C>                <C>
Restated and Amended
Stock Incentive Plan
Common Stock,                2,500,000 shares(1)(2)         $10.875(2)          $14,769,473(2)     $4,475.60(2)
par value $.001
per share
---------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      The  2,500,000  shares  shown are shares  issued or  issuable  upon the
         exercise of options  granted  pursuant to the  Company's  Restated  and
         Amended  Stock  Incentive  Plan  (the  "Plan")  and  its  predecessors.
         Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended,
         there are also registered an undetermined  number of additional  shares
         which may be issued if the antidilution  provisions of the Plan becomes
         operative.

(2)      Includes  1,663,500  shares  with  respect to which  options  have been
         granted at a weighted  average  exercise  price of $3.41 per share.  An
         additional  836,500  shares are to be  offered at prices not  presently
         determinable.  Pursuant to Rule 457(c) and (h), the offering  price for
         those  additional  shares  is  estimated  solely  for  the  purpose  of
         determining the  registration fee and is based on the $10.875 per share
         price of the Common  Stock as reported by the American  Stock  Exchange
         for trading on July 9, 1997.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following  documents  filed by the Company with the  Securities
and Exchange  Commission  are  incorporated  in this  Registration  Statement by
reference:

                  (a)  The Company's Annual Report on Form 10-KSB for the fiscal
                       year ended December 31, 1996, Registration No. 001-13616.

                  (b)  The Company's  latest Quarterly Report on Form 10-QSB for
                       the period ended March 31, 1997.

             All  documents  subsequently  filed  by  the  Company  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  are  incorporated  herein by reference and constitute a part
hereof from their respective dates of filing.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             The legality of the  securities  offered hereby will be passed upon
for the  Company  by Peabody & Arnold,  50 Rowes  Wharf,  Boston,  Massachusetts
02110.  Thomas A. Wooters, a partner in Peabody & Arnold is the Secretary of the
Company.  On September 1, 1992, the Company  issued  options to purchase  10,000
shares of the Company's  Common Stock to Peabody & Arnold at a price of $.10 per
share.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Section  145 of  the  Delaware  General  Corporation  Law  ("DGCL")
provides that a corporation may indemnify a director, officer, employee or agent
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement  in respect of or in  successful  defense of any action,  suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

             As  permitted by  amendments  to the DGCL  effective  in 1986,  the
Registrant has included a provision in its  Certificate of  Incorporation  that,
subject to certain limitations, eliminates the ability of the Registrant and its
stockholders to recover monetary damages from a director of the Registrant for a
breach  of  fiduciary  duty as a  director.  Pursuant  to  Article  TENTH of the
Registrant's  Certificate of Incorporation,  a director of the corporation shall
not be personally  liable to the  corporation or its  stockholders  for monetary
damages for breach of fiduciary  duty as a director,  except that Article  TENTH
shall not  eliminate or limit a director's  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper  personal benefit.  If the Delaware General  Corporation Law is amended
after  approval by the  stockholders  of Article  TENTH to  authorize  corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest  extent  permitted by the Delaware  General  Corporation  Law, as so
amended from time to time.

             Any repeal or  modification of Article TENTH shall not increase the
personal liability of any director of this corporation for any act or occurrence
taking place prior to such repeal or modification, or otherwise adversely affect
any right or protection of a director of the corporation existing at the time of
such repeal or modification.


                                      - 2 -





ITEM 8.  EXHIBITS.

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

*4.1.        Restated and Amended Stock Incentive Plan.

*4.2.        Form of Restated  and Amended  Stock  Incentive  Plan Stock  Option
             Award.

*5.1.        Opinion of Peabody & Arnold regarding legality.

*23.1.       Consent of Richard A. Eisner & Company, LLP.

*23.2.       Consent  of  Peabody & Arnold  (included  in its  opinion  filed as
             Exhibit 5.1).

*24.1.       Power of Attorney (contained in signature page).
------------------------------
*Filed herewith.



                                      - 3 -





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:

                               (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  this
                      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 this Registration Statement;

                               (iii) 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 the Registration Statement;

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

                      (2) That,  for the purpose of  determining  any  liability
             under the Securities  Act of 1933,  each  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 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.

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



                                      - 4 -





                                   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 Town of Nashua, State of New Hampshire,  on this 14th day of
July, 1997.

                                           STORAGE COMPUTER CORPORATION


                                           By: /s/Theodore J. Goodlander
                                               ------------------------------
                                              Theodore J. Goodlander
                                              Chief Executive Officer, President
                                              and Director



                                      - 5 -





                                POWER OF ATTORNEY

             The undersigned  directors of Storage Computer  Corporation  hereby
severally  constitute  and appoint  Theodore J.  Goodlander  our true and lawful
attorney-in-fact  and agent with full power of  substitution,  to execute in our
name and behalf in the capacities indicated below any and all amendments to this
Registration  Statement to be filed with the Securities and Exchange  Commission
and hereby  ratify and  confirm all that such  attorney-in-fact  and agent shall
lawfully do or cause to be done by virtue thereof.

             Pursuant to the  requirements  of the Securities Act of 1933,  this
Registration  Statement has been signed below by the following  persons in their
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                            TITLE                                       DATE
---------                            -----                                       ----

<S>                                  <C>                                         <C>
/s/Theodore J. Goodlander            Chief Executive Officer, President and      July 14, 1997
-------------------------------      Director (Principal Executive Officer)
Theodore J. Goodlander         

/s/James C. Louney                   Chief Financial Officer                     July 14, 1997
-------------------------------      Principal Accounting Officer)
James C. Louney                 

/s/Shigeho Inaoka                    Director                                    July 14, 1997
-------------------------------
Shigeho Inaoka

/s/Steven S. Chen                    Director                                    July 14, 1997
-------------------------------
Steven S. Chen
</TABLE>


                                      - 6 -


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit No.                          Exhibit                                                            Page No.
-----------                          -------                                                            --------
<S>                 <C>                                                                                   <C>
4.1                 Restated and Amended Stock Incentive Plan.                                             8

4.2                 Form of Restated and Amended Stock Incentive Plan Stock Option Award.                  21

5.1                 Opinion of Peabody and Arnold regarding legality.                                      22

23.1                Consent of Richard A. Eisner & Company, LLP.                                           23

23.2                Consent of Peabody & Arnold (included in its opinion filed as Exhibit 5.1).

24.1                Power of Attorney (contained in signature page).

</TABLE>



                                      - 7 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17076}]
{"company-data": {"conformed-name": "STORAGE COMPUTER CORP", "cik": "0000933452", "assigned-sic": "3577", "irs-number": "020450593", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31207", "film-number": "97639922"}, "business-address": {"street1": "11 RIVERSIDE STREET", "city": "NASHUA", "state": "NH", "zip": "03062-1373", "phone": "6038803005"}, "mail-address": {"street1": "11 RIVERSIDE STREET", "city": "NASHUA", "state": "NH", "zip": "03062-1373"}}
As filed with the Securities and Exchange Commission on July 14, 1997.
                                                      Registration No.
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             Registration Statement Under The Securities Act of 1933

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

         Delaware                                            02-0450593
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification No.)

                               11 Riverside Street
                        Nashua, New Hampshire 03062-1373
                                 (603) 880-3005
          (Address, including zip code, of principal executive offices)

                    Restated and Amended Stock Incentive Plan
                           (Full titles of the plans)

                             Theodore J. Goodlander
                      President and Chief Executive Officer
                          Storage Computer Corporation
                               11 Riverside Street
                        Nashua, New Hampshire 03062-1373
                     (Name and address of agent for service)
                                 (603) 880-3005
          (Telephone number, including area code, of agent for service)

                                   copies to:
                             Gregory L. White, Esq.
                                Peabody & Arnold
                                 50 Rowes Wharf
                                Boston, MA 02110

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                            Proposed            maximum            Amount
Title of                     Amount                         maximum             aggregate          of
securities                   to be                          offering price      offering           registration
to be registered             registered                     per share           price              fee
---------------------------------------------------------------------------------------------------------------
Restated and Amended
Stock Incentive Plan
Common Stock,                2,500,000 shares(1)(2)         $10.875(2)          $14,769,473(2)     $4,475.60(2)
par value $.001
per share
---------------------------------------------------------------------------------------------------------------
(1)      The  2,500,000  shares  shown are shares  issued or  issuable  upon the
         exercise of options  granted  pursuant to the  Company's  Restated  and
         Amended  Stock  Incentive  Plan  (the  "Plan")  and  its  predecessors.
         Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended,
         there are also registered an undetermined  number of additional  shares
         which may be issued if the antidilution  provisions of the Plan becomes
         operative.

(2)      Includes  1,663,500  shares  with  respect to which  options  have been
         granted at a weighted  average  exercise  price of $3.41 per share.  An
         additional  836,500  shares are to be  offered at prices not  presently
         determinable.  Pursuant to Rule 457(c) and (h), the offering  price for
         those  additional  shares  is  estimated  solely  for  the  purpose  of
         determining the  registration fee and is based on the $10.875 per share
         price of the Common  Stock as reported by the American  Stock  Exchange
         for trading on July 9, 1997.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following  documents  filed by the Company with the  Securities
and Exchange  Commission  are  incorporated  in this  Registration  Statement by
reference:

                  (a)  The Company's Annual Report on Form 10-KSB for the fiscal
                       year ended December 31, 1996, Registration No. 001-13616.

                  (b)  The Company's  latest Quarterly Report on Form 10-QSB for
                       the period ended March 31, 1997.

             All  documents  subsequently  filed  by  the  Company  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  are  incorporated  herein by reference and constitute a part
hereof from their respective dates of filing.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             The legality of the  securities  offered hereby will be passed upon
for the  Company  by Peabody & Arnold,  50 Rowes  Wharf,  Boston,  Massachusetts
02110.  Thomas A. Wooters, a partner in Peabody & Arnold is the Secretary of the
Company.  On September 1, 1992, the Company  issued  options to purchase  10,000
shares of the Company's  Common Stock to Peabody & Arnold at a price of $.10 per
share.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Section  145 of  the  Delaware  General  Corporation  Law  ("DGCL")
provides that a corporation may indemnify a director, officer, employee or agent
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement  in respect of or in  successful  defense of any action,  suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

             As  permitted by  amendments  to the DGCL  effective  in 1986,  the
Registrant has included a provision in its  Certificate of  Incorporation  that,
subject to certain limitations, eliminates the ability of the Registrant and its
stockholders to recover monetary damages from a director of the Registrant for a
breach  of  fiduciary  duty as a  director.  Pursuant  to  Article  TENTH of the
Registrant's  Certificate of Incorporation,  a director of the corporation shall
not be personally  liable to the  corporation or its  stockholders  for monetary
damages for breach of fiduciary  duty as a director,  except that Article  TENTH
shall not  eliminate or limit a director's  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper  personal benefit.  If the Delaware General  Corporation Law is amended
after  approval by the  stockholders  of Article  TENTH to  authorize  corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest  extent  permitted by the Delaware  General  Corporation  Law, as so
amended from time to time.

             Any repeal or  modification of Article TENTH shall not increase the
personal liability of any director of this corporation for any act or occurrence
taking place prior to such repeal or modification, or otherwise adversely affect
any right or protection of a director of the corporation existing at the time of
such repeal or modification.

                                      - 2 -

ITEM 8.  EXHIBITS.

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

*4.1.        Restated and Amended Stock Incentive Plan.

*4.2.        Form of Restated  and Amended  Stock  Incentive  Plan Stock  Option
             Award.

*5.1.        Opinion of Peabody & Arnold regarding legality.

*23.1.       Consent of Richard A. Eisner & Company, LLP.

*23.2.       Consent  of  Peabody & Arnold  (included  in its  opinion  filed as
             Exhibit 5.1).

*24.1.       Power of Attorney (contained in signature page).
------------------------------
*Filed herewith.

                                      - 3 -

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:

                               (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  this
                      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 this Registration Statement;

                               (iii) 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 the Registration Statement;

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

                      (2) That,  for the purpose of  determining  any  liability
             under the Securities  Act of 1933,  each  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 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.

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

                                      - 4 -

                                   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 Town of Nashua, State of New Hampshire,  on this 14th day of
July, 1997.

                                           STORAGE COMPUTER CORPORATION

                                           By: /s/Theodore J. Goodlander
                                               ------------------------------
                                              Theodore J. Goodlander
                                              Chief Executive Officer, President
                                              and Director

                                      - 5 -

                                POWER OF ATTORNEY

             The undersigned  directors of Storage Computer  Corporation  hereby
severally  constitute  and appoint  Theodore J.  Goodlander  our true and lawful
attorney-in-fact  and agent with full power of  substitution,  to execute in our
name and behalf in the capacities indicated below any and all amendments to this
Registration  Statement to be filed with the Securities and Exchange  Commission
and hereby  ratify and  confirm all that such  attorney-in-fact  and agent shall
lawfully do or cause to be done by virtue thereof.

             Pursuant to the  requirements  of the Securities Act of 1933,  this
Registration  Statement has been signed below by the following  persons in their
capacities and on the dates indicated.
SIGNATURE                            TITLE                                       DATE
---------                            -----                                       ----
/s/Theodore J. Goodlander            Chief Executive Officer, President and      July 14, 1997
-------------------------------      Director (Principal Executive Officer)
Theodore J. Goodlander         

/s/James C. Louney                   Chief Financial Officer                     July 14, 1997
-------------------------------      Principal Accounting Officer)
James C. Louney                 

/s/Shigeho Inaoka                    Director                                    July 14, 1997
-------------------------------
Shigeho Inaoka

/s/Steven S. Chen                    Director                                    July 14, 1997
-------------------------------
Steven S. Chen
- 6 -

                                INDEX TO EXHIBITS
Exhibit No.                          Exhibit                                                            Page No.
-----------                          -------                                                            --------
4.1                 Restated and Amended Stock Incentive Plan.                                             8

4.2                 Form of Restated and Amended Stock Incentive Plan Stock Option Award.                  21

5.1                 Opinion of Peabody and Arnold regarding legality.                                      22

23.1                Consent of Richard A. Eisner & Company, LLP.                                           23

23.2                Consent of Peabody & Arnold (included in its opinion filed as Exhibit 5.1).

24.1                Power of Attorney (contained in signature page).
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