<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


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


                             J. RAY McDERMOTT, S.A.
             (Exact name of registrant as specified in its charter)
 


   Republic of Panama                     72-1278896
   ------------------------------         --------------------------------------
   (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)


   1450 Poydras Street          New Orleans, Louisiana     70112
   --------------------------------------------------------------------------
   (Address of principal executive offices)              (Zip Code)


                            J. Ray McDermott, S.A.
                        Nonemployee Director Stock Plan
                -----------------------------------------------
                           (Full title of the plan)

                             LAWRENCE R. PURTELL,
                    Senior Vice President, General Counsel
                            and Corporate Secretary
                             1450 Poydras Street,
                                P.O. Box 61829
                       New Orleans, Louisiana 70161-1829
                    (Name and address of agent for service)

                                 (504) 587-5300
         (Telephone number, including area code, of agent for service)



                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
================================================================================
                                   Proposed      Proposed
                          Amount   maximum       maximum         Amount of
Title of securities to             offering      aggregate       registration
be                                 price         offering price  fee
registered                         per share/1/
- --------------------------------------------------------------------------------
<S>                       <C>      <C>            <C>            <C>
Common Stock ($.01 par
 value).................  100,000  $23.875        $2,387,500     $823
 
================================================================================
</TABLE>
/1/  The proposed maximum aggregate offering price is based upon the average
sales price on the New York Stock Exchange on June 15, 1995.
<PAGE>
 
                                     Part I
                                     ------

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     This Registration Statement relates to the registration of 100,000 shares
of the common stock, $.01 par value per share (the "Common Stock"), of J. Ray
McDermott, S.A. (the "Registrant") reserved for issuance under the Registrant's
Nonemployee Director Stock Plan.  The documents containing the information
required by Item 1 of Form S-8 and the statement of availability of Registrant
information and other information required by Item 2 of this Form will be sent
or given to participants as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "1933 Act").  In accordance with Rule 428(a) and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 under the 1933 Act.


Item 2.  Registrant Information and Employee Plan Annual Information

     See response to Item 1 above.

                                    Part II
                                    -------

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents previously filed with the Commission by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act") (Commission File No. 1-13570) are incorporated herein by reference:

                                       2
<PAGE>
 
     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1995 filed with the Commission on or about June 19, 1995.

     (b)  The description of the Common Stock contained in the Registrant's
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          1934 Act, declared effective as of January 26, 1995.

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities, shall be deemed to be incorporated herein by
reference and to be a part hereof from the respective filing date of each such
document.


Item 4.  Description of Securities

     Not Applicable


Item 5.  Interest of Named Experts and Counsel

     Not Applicable


Item 6.  Indemnification of Directors and Officers

                                       3
<PAGE>
 
     Article VII of the By-laws of the Registrant provides for the
indemnification of officers and directors as follows:

                                  Article VII

                                Indemnification
                                ---------------

     SECTION 1.  Each person (and the heirs, executors and administrators of
such person) who is or was a director or officer of the Corporation and any
other person designated in a resolution of the Board of Directors, shall in
accordance with Section 2 of this Article VII be indemnified by the Corporation
against any and all liability and reasonable expense that may be paid or
incurred by him in connection with or resulting from any actual or threatened
claim, action, suit or proceeding (whether brought by or in the right of the
Corporation or otherwise), civil, criminal, administrative or investigative, or
in connection with an appeal relating thereto, in which he may become involved,
as a party or otherwise, by reason of his being or having been a director or
officer of the Corporation or otherwise acting for or on behalf of the
Corporation or, if he shall be serving or shall have served in such capacity at
the request of the Corporation, a director, officer, employee or agent of
another corporation or any partnership, joint venture, trust or other entity
whether or not he continues to be such at the time such liability or expense
shall have been paid or incurred, provided such person acted, in good faith, in
a manner he reasonably believed to be in or not opposed to the best interest of
the Corporation and in addition, in criminal actions or proceedings, had not
reasonable cause to believe that his conduct was unlawful.  As used in this
Article VII, the terms, "liability" and "expense" shall include, but shall not
be limited to, counsel fees and disbursements and amounts of judgments, fines or
penalties against, and amounts

                                       4
<PAGE>
 
paid in settlement by, such director or officer.  The termination of any actual
or threatened claim, action, suit or proceeding, civil, criminal,
administrative, or investigative, by judgment, settlement (whether with or
without court approval), conviction or upon a plea of guilty or nolo contendere,
                                                                ---- ---------- 
or its equivalent, shall not create a presumption that such director or officer
did not meet the standards of conduct set forth in this Section 1.

     SECTION 2.  Every such director, officer or other person shall be entitled
to indemnification under Section 1 of this Article VII with respect to any
claim, action, suit or proceeding of the character described in such Section 1
in which he may become in any way involved as set forth in such Section 1, if
(i) he has been wholly successfully [SIC] on the merits or otherwise in respect
thereof, or (ii) the Board of Directors acting by a majority vote of a quorum
consisting of directors who are not parties to (or who have been wholly
successful with respect to) such claim, action, suit or proceeding, finds that
such director or officer has met the standards of conduct set forth in such
Section 1 with respect thereto, or (iii) a court determines that he has met such
standards with respect thereto, or (iv) independent legal counsel (who may be
the regular counsel of the Corporation) deliver to the Corporation their written
advice that, in their opinion, he has met such standards with respect thereto.

     SECTION 3.  Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in Section 1 of this Article VII may be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount unless

                                       5
<PAGE>
 
it is ultimately determined that he is entitled to indemnification under this
Article VII in which case no such repayment shall be required.

     SECTION 4.  The rights of indemnification under this Article VII shall be
in addition to any rights to which any such director or officer or any other
person may otherwise be entitled by contract or as a matter of law.


Item 7.  Exemption from Registration Claimed

     Not Applicable


Item 8.  Exhibits

     Exhibit No.    Description
     -----------    -----------
         5          Opinion of Durling & Durling re legality of Registrant's
                    Common Stock

        23.1        Consent of Durling & Durling

                    (included in Exhibit 5)

        23.2        Consent of Ernst & Young LLP, independent auditors

        24          Power of Attorney (included as part of the signature page of
                    this Registration Statement)


Item 9.  Undertakings

          (a)  the undersigned registrant hereby undertakes:

                                       6
<PAGE>
 
     (1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"); (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (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 the
undertakings set forth in subparagraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the 1934 Act that are incorporated by reference in this
Registration Statement;

     (2) That, for the purpose of determining any liability under the 1933 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;

                                       7
<PAGE>
 
          (b) The undersigned Registrant hereby undertakes:

     (1) That, for the purpose of determining any liability under the 1933 Act,
each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the 1934 Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the 1933
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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 of 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 1933 Act and will be governed by the final
adjudication of such issue.

                                       8
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
Orleans, State of Louisiana on June 19, 1995.

                    J. RAY McDERMOTT, S.A.


                    By:  /s/ R. E. HOWSON
                         --------------------------------------------------
                         R. E. HOWSON
                         Chairman of the Board, Chief Executive Officer and
                         Director


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Lawrence R. Purtell and John S. Tsai, jointly
and severally, his attorneys-in-fact, each with power of substitution, for him
in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

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


/s/ R. E. HOWSON          Chairman of the Board,         June 19, 1995
- ------------------------   Chief Executive Officer    
R. E. HOWSON               and Director (Principal
                           Executive Officer)     
                           



                          Vice Chairman of the Board
- ------------------------   and Director                          
F. C. WADE                 


                                       9
<PAGE>
 
/s/ J. J. WILDASIN         President, Chief Operating     June 19, 1995
- ------------------------    Officer and Director 
J. J. WILDASIN             



/s/ R. R. FOREMAN          Executive Vice President       June 19, 1995
- -------------------------   and Chief Financial Officer     
R. R. FOREMAN               (Principal Financial and     
                            Principal Accounting Officer) 
                           


/s/ J. F. BOOKOUT          Director                       June 19, 1995
- ------------------------                                   
J. F. BOOKOUT



/s/ B. A. HATTOX           Director                       June 19, 1995
- ------------------------                                   
B. A. HATTOX



                           Director
- ------------------------          
M. H. LAM



                           Director
- ------------------------          
J. H. MACDONALD



                           Director
- ------------------------          
C. E. RITCHIE



/s/ T. P. TATHAM           Director                       June 19, 1995
- ------------------------                                   
T. P. TATHAM


                                      10
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------



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

 5              Opinion of Durling & Durling re legality of 
                Registrant's Common Stock

23.1            Consent of Durling & Durling (included in 
                Exhibit 5)

23.2            Consent of Ernst & Young LLP, independent 
                auditors

24              Power of Attorney (included as part of the 
                signature page of this Registration 
                Statement)



                                      11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17760}]
{"company-data": {"conformed-name": "MCDERMOTT J RAY SA", "cik": "0000934590", "assigned-sic": "1623", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60371", "film-number": "95547921"}, "business-address": {"street1": "1450 POYDRAS ST", "street2": "PO BOX 61829", "city": "NEW ORLEANS", "state": "LA", "zip": "70161-1829", "phone": "5045874956"}, "mail-address": {"street1": "1450 POYDRAS STREET", "street2": "PO BOX 61829", "city": "NEW ORLEANS", "state": "LA", "zip": "70161-1829"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

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

                             J. RAY McDERMOTT, S.A.
             (Exact name of registrant as specified in its charter)
 

   Republic of Panama                     72-1278896
   ------------------------------         --------------------------------------
   (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

   1450 Poydras Street          New Orleans, Louisiana     70112
   --------------------------------------------------------------------------
   (Address of principal executive offices)              (Zip Code)

                            J. Ray McDermott, S.A.
                        Nonemployee Director Stock Plan
                -----------------------------------------------
                           (Full title of the plan)

                             LAWRENCE R. PURTELL,
                    Senior Vice President, General Counsel
                            and Corporate Secretary
                             1450 Poydras Street,
                                P.O. Box 61829
                       New Orleans, Louisiana 70161-1829
                    (Name and address of agent for service)

                                 (504) 587-5300
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed      Proposed
                          Amount   maximum       maximum         Amount of
Title of securities to             offering      aggregate       registration
be                                 price         offering price  fee
registered                         per share/1/
- --------------------------------------------------------------------------------
Common Stock ($.01 par
 value).................  100,000  $23.875        $2,387,500     $823
 
================================================================================
/1/  The proposed maximum aggregate offering price is based upon the average
sales price on the New York Stock Exchange on June 15, 1995.
Part I
                                     ------

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     This Registration Statement relates to the registration of 100,000 shares
of the common stock, $.01 par value per share (the "Common Stock"), of J. Ray
McDermott, S.A. (the "Registrant") reserved for issuance under the Registrant's
Nonemployee Director Stock Plan.  The documents containing the information
required by Item 1 of Form S-8 and the statement of availability of Registrant
information and other information required by Item 2 of this Form will be sent
or given to participants as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "1933 Act").  In accordance with Rule 428(a) and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 under the 1933 Act.

Item 2.  Registrant Information and Employee Plan Annual Information

     See response to Item 1 above.

                                    Part II
                                    -------

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents previously filed with the Commission by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act") (Commission File No. 1-13570) are incorporated herein by reference:

                                       2
(a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1995 filed with the Commission on or about June 19, 1995.

     (b)  The description of the Common Stock contained in the Registrant's
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          1934 Act, declared effective as of January 26, 1995.

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities, shall be deemed to be incorporated herein by
reference and to be a part hereof from the respective filing date of each such
document.

Item 4.  Description of Securities

     Not Applicable

Item 5.  Interest of Named Experts and Counsel

     Not Applicable

Item 6.  Indemnification of Directors and Officers

                                       3
Article VII of the By-laws of the Registrant provides for the
indemnification of officers and directors as follows:

                                  Article VII

                                Indemnification
                                ---------------

     SECTION 1.  Each person (and the heirs, executors and administrators of
such person) who is or was a director or officer of the Corporation and any
other person designated in a resolution of the Board of Directors, shall in
accordance with Section 2 of this Article VII be indemnified by the Corporation
against any and all liability and reasonable expense that may be paid or
incurred by him in connection with or resulting from any actual or threatened
claim, action, suit or proceeding (whether brought by or in the right of the
Corporation or otherwise), civil, criminal, administrative or investigative, or
in connection with an appeal relating thereto, in which he may become involved,
as a party or otherwise, by reason of his being or having been a director or
officer of the Corporation or otherwise acting for or on behalf of the
Corporation or, if he shall be serving or shall have served in such capacity at
the request of the Corporation, a director, officer, employee or agent of
another corporation or any partnership, joint venture, trust or other entity
whether or not he continues to be such at the time such liability or expense
shall have been paid or incurred, provided such person acted, in good faith, in
a manner he reasonably believed to be in or not opposed to the best interest of
the Corporation and in addition, in criminal actions or proceedings, had not
reasonable cause to believe that his conduct was unlawful.  As used in this
Article VII, the terms, "liability" and "expense" shall include, but shall not
be limited to, counsel fees and disbursements and amounts of judgments, fines or
penalties against, and amounts

                                       4
paid in settlement by, such director or officer.  The termination of any actual
or threatened claim, action, suit or proceeding, civil, criminal,
administrative, or investigative, by judgment, settlement (whether with or
without court approval), conviction or upon a plea of guilty or nolo contendere,
                                                                ---- ---------- 
or its equivalent, shall not create a presumption that such director or officer
did not meet the standards of conduct set forth in this Section 1.

     SECTION 2.  Every such director, officer or other person shall be entitled
to indemnification under Section 1 of this Article VII with respect to any
claim, action, suit or proceeding of the character described in such Section 1
in which he may become in any way involved as set forth in such Section 1, if
(i) he has been wholly successfully [SIC] on the merits or otherwise in respect
thereof, or (ii) the Board of Directors acting by a majority vote of a quorum
consisting of directors who are not parties to (or who have been wholly
successful with respect to) such claim, action, suit or proceeding, finds that
such director or officer has met the standards of conduct set forth in such
Section 1 with respect thereto, or (iii) a court determines that he has met such
standards with respect thereto, or (iv) independent legal counsel (who may be
the regular counsel of the Corporation) deliver to the Corporation their written
advice that, in their opinion, he has met such standards with respect thereto.

     SECTION 3.  Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in Section 1 of this Article VII may be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount unless

                                       5
it is ultimately determined that he is entitled to indemnification under this
Article VII in which case no such repayment shall be required.

     SECTION 4.  The rights of indemnification under this Article VII shall be
in addition to any rights to which any such director or officer or any other
person may otherwise be entitled by contract or as a matter of law.

Item 7.  Exemption from Registration Claimed

     Not Applicable

Item 8.  Exhibits

     Exhibit No.    Description
     -----------    -----------
         5          Opinion of Durling & Durling re legality of Registrant's
                    Common Stock

        23.1        Consent of Durling & Durling

                    (included in Exhibit 5)

        23.2        Consent of Ernst & Young LLP, independent auditors

        24          Power of Attorney (included as part of the signature page of
                    this Registration Statement)

Item 9.  Undertakings

          (a)  the undersigned registrant hereby undertakes:

                                       6
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"); (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (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 the
undertakings set forth in subparagraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the 1934 Act that are incorporated by reference in this
Registration Statement;

     (2) That, for the purpose of determining any liability under the 1933 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;

                                       7
(b) The undersigned Registrant hereby undertakes:

     (1) That, for the purpose of determining any liability under the 1933 Act,
each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the 1934 Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the 1933
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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 of 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 1933 Act and will be governed by the final
adjudication of such issue.

                                       8
SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
Orleans, State of Louisiana on June 19, 1995.

                    J. RAY McDERMOTT, S.A.

                    By:  /s/ R. E. HOWSON
                         --------------------------------------------------
                         R. E. HOWSON
                         Chairman of the Board, Chief Executive Officer and
                         Director

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Lawrence R. Purtell and John S. Tsai, jointly
and severally, his attorneys-in-fact, each with power of substitution, for him
in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

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

/s/ R. E. HOWSON          Chairman of the Board,         June 19, 1995
- ------------------------   Chief Executive Officer    
R. E. HOWSON               and Director (Principal
                           Executive Officer)     
                           

                          Vice Chairman of the Board
- ------------------------   and Director                          
F. C. WADE                 

                                       9
/s/ J. J. WILDASIN         President, Chief Operating     June 19, 1995
- ------------------------    Officer and Director 
J. J. WILDASIN             

/s/ R. R. FOREMAN          Executive Vice President       June 19, 1995
- -------------------------   and Chief Financial Officer     
R. R. FOREMAN               (Principal Financial and     
                            Principal Accounting Officer) 
                           

/s/ J. F. BOOKOUT          Director                       June 19, 1995
- ------------------------                                   
J. F. BOOKOUT

/s/ B. A. HATTOX           Director                       June 19, 1995
- ------------------------                                   
B. A. HATTOX

                           Director
- ------------------------          
M. H. LAM

                           Director
- ------------------------          
J. H. MACDONALD

                           Director
- ------------------------          
C. E. RITCHIE

/s/ T. P. TATHAM           Director                       June 19, 1995
- ------------------------                                   
T. P. TATHAM

                                      10
EXHIBIT INDEX
                                 -------------

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

 5              Opinion of Durling & Durling re legality of 
                Registrant's Common Stock

23.1            Consent of Durling & Durling (included in 
                Exhibit 5)

23.2            Consent of Ernst & Young LLP, independent 
                auditors

24              Power of Attorney (included as part of the 
                signature page of this Registration 
                Statement)

                                      11