<PAGE>


          As filed with the Securities and Exchange Commission on April 15, 1996
                                                  Registration No. 33-__________

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                             ___________________________

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

                             ____________________________

                         MID ATLANTIC MEDICAL SERVICES, INC.
               (Exact name of registrant as specified in its charter)

                    Delaware                        52-1481661        
        (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)             Identification No.)

                                     4 Taft Court
                             Rockville, Maryland 20850             
                 (Address of principal executive offices) (zip code)


                         1996 NON-QUALIFIED STOCK OPTION PLAN
                                (Full title of plan)


                                Joseph L. Guarriello
                         Mid Atlantic Medical Services, Inc.
                                     4 Taft Court
                           Rockville, Maryland 20850      
                       (Name and address of agent for service)

                                    (301) 251-4075
                       (Telephone number of agent for service)


                                       Copy to:
                                  Cary J. Meer, Esq.
                             Kirkpatrick & Lockhart LLP
                           1800 Massachusetts Avenue, N.W.
                                     Second Floor
                             Washington, D.C. 20036-1800
<PAGE>






     Page 2

                           CALCULATION OF REGISTRATION FEE
     <TABLE>
     <CAPTION>
                                              Proposed      Proposed
                                              maximum       maximum
                                              offering      aggregate       Amount of
       Title of securities    Amount to be    price per     offering        registration
       to be registered       registered      share(1)      price (1)       fee
       -------------------    ------------    ---------     ---------       ------------

       <S>                    <C>             <C>           <C>             <C>

       Options (2)            3,000,000

       Common stock, par      3,000,000       $23.6875      $71,062,500     $24,502.35
       value $.01 per share   shares


     </TABLE>
     -------------------------------

     (1)      Inserted solely for the purpose of calculating the registration
              fee pursuant to Rule 457(h).  The fee is calculated on the basis
              of the average of the high and low sales prices for the
              Registrant's Common Stock reported on The New York Stock
              Exchange, Inc. consolidated reporting system on April 10, 1996.

     (2)      The options to be registered hereunder are to be distributed by
              the Registrant for no value.  Accordingly, no separate
              registration fee is required.
<PAGE>






     Page 3

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

              The following documents filed by Mid Atlantic Medical Services,
     Inc. (the "Company") are incorporated by reference into this Registration
     Statement:

                      (a)      The Company's Annual Report on Form 10-K
              for the fiscal year ended December 31, 1995 filed
              pursuant to Section 13 of the Securities Exchange Act of
              1934, as amended ("Exchange Act").

                      (b)  All other reports filed by the Company
              pursuant to Section 13(a) or 15(d) of the Exchange Act
              since the end of the fiscal year covered by the Annual
              Report on Form 10-K referred to in (a) above.

                      (c)      The description of the Company's common
              stock contained in the Registration Statement filed
              September 12, 1994 Form 8-A (Registration No. 1-13340).

              All documents subsequently filed by the Company with the
     Securities and Exchange Commission pursuant to Sections 12, 13(a), 13(c),
     14 and 15(d) of the Exchange Act after the date of this Registration
     Statement, but prior to the filing of a post-effective amendment to this
     Registration Statement that indicates that all securities offered by this
     Registration Statement have been sold or which deregisters all such
     securities then remaining unsold, shall be deemed to be incorporated by
     reference into this Registration Statement.  Each document incorporated by
     reference into this Registration Statement shall be deemed to be a part of
     this Registration Statement from the date of the filing of such document
     with the Securities and Exchange Commission ("SEC") until the information
     contained therein is superseded or updated by any subsequently filed
     document that is incorporated by reference into this Registration
     Statement or by any document that constitutes part of the prospectus
     relating to the 1996 Non-Qualified Stock Option Plan (the "Plan") that
     meets the requirements of Section 10(a) of the Securities Act of 1933, as
     amended ("Securities Act").

     Item 4.  Description of Securities.

              Not applicable.
<PAGE>






     Page 4

     Item 5.  Interests of Named Experts and Counsel.

              None.

     Item 6.  Indemnification of Directors and Officers.

              Under the Delaware General Corporation Law, the Company's
     Certificate of Incorporation and its By-Laws, the Company has broad power
     to indemnify, and under certain circumstances is required to indemnify,
     its directors and officers against liabilities that they may incur while
     serving as directors or officers of the Company, including liabilities
     arising under the Securities Act.  Insofar as indemnification for
     liabilities arising under the Securities Act may be permitted pursuant to
     the foregoing provisions, the Company has been informed that, in the
     opinion of the SEC, such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable.  The
     Company also maintains an insurance policy for directors and officers
     insuring them against certain liabilities incurred by them in the
     performances of their duties, including liabilities under the Securities
     Act.

     Item 7.  Exemption from Registration Claimed.

              Not applicable.

     Item 8.  Exhibits.

              The following are filed herewith as part of this Registration
     Statement:


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

                5.1            Opinion of Kirkpatrick & Lockhart LLP as to the
                               legality of the securities being registered

               23.1            Consent of Ernst & Young LLP

               23.2            The consent of Kirkpatrick & Lockhart LLP to
                               the use of their opinion as an exhibit to this
                               Registration Statement is included in their
                               opinion filed herewith as Exhibit 5.1

                24             Power of Attorney (see page 6)


     Item 9.  Undertakings.

              (a)     The undersigned registrant hereby undertakes:
<PAGE>






     Page 5

                      (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. 
                      Notwithstanding the foregoing, any increase or decrease
                      in volume of securities offered (if the total dollar
                      value of securities offered would not exceed that which
                      was registered) and any deviation from the low or high
                      end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than a
                      20% change in the maximum aggregate offering price set
                      forth in the "Calculation of Registration Fee" table in
                      the effective 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 (a)(1)(i) and (a)(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 purposes 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.

              (b)     The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of 1933,
<PAGE>






     Page 6

     each filing of the registrant's Annual Report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
     by reference in this Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

              (h)     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 Act and
     will be governed by the final adjudication of such issue.
<PAGE>






     Page 7

                                     SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
     amended, 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 Rockville,
     State of Maryland, on this 15th day of April, 1996.

                                       MID ATLANTIC MEDICAL SERVICES, INC.



                                       By:      /s/ George T. Jochum
                                                -----------------------
                                                George T. Jochum,
                                                Chairman, President and
                                                Chief Executive Officer


                                  POWER OF ATTORNEY

              KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints George T. Jochum, Robert
     E. Foss or Joseph L. Guarriello his or her attorney-in-fact, with the
     power of substitution, for him or her in any and all capacities, to sign
     any amendments to this Registration Statement on Form S-8, and to file
     same, with exhibits thereto, and other documents in connection therewith,
     with the Securities and Exchange Commission, hereby ratifying and
     confirming all that said attorney-in-fact, or his or her 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 by the following persons in the
     capacities and on the dates indicated.

       Signature                      Title                     Date


                                      Director                April 15, 1996
       ------------------------
       Francis C. Bruno M.D.

                                      Director                April 15, 1996
       ------------------------
       John H. Cook, III, M.D.
<PAGE>






     Page 8

       Signature                      Title                     Date

       /s/ Stanley M. Dahlman         Director                April 15, 1996
       ------------------------
       Stanley M. Dahlman, Ph. D.

                                      Director                April 15, 1996
       ------------------------
       Peter L. Flaherty, Jr., M.D.


       /s/ Robert E. Foss             Executive Vice          April 15, 1996
       ------------------------       President and Chief
       Robert E. Foss                 Financial Officer
                                      (Principal Financial
                                      Officer)

                                      Director                April 15, 1996
       ------------------------
       Walter Girardin

       /s/ Mark D. Groban             Director                April 15, 1996
       ------------------------
       Mark D. Groban, M.D.


       /s/ Donald R. Hammett          Director                April 15, 1996
       ------------------------
       Donald R. Hammett

       /s/ George T. Jochum           Director, Chairman,     April 15, 1996
       ------------------------       President and Chief
       George T. Jochum               Executive Officer
                                      (Principal Executive
                                      Officer)

       /s/ Creighton R. Schneck       Director                April 15, 1996
       ------------------------
       Creighton R. Schneck


       /s/ Stanley F. Smith           Director                April 15, 1996
       ------------------------
       Stanley F. Smith, R.Ph.

       /s/ Alfred Talamantes          Director and Chief      April 15, 1996
       ------------------------       Operating Officer
       Alfred Talamantes
<PAGE>






     Page 9

       Signature                      Title                     Date

       /s/ James A. Wild              Director                April 15, 1996
       ------------------------
       James A. Wild

       /s/ Mary E. Shocklee           Controller              April 15, 1996
       ------------------------       (Principal
       Mary E. Shocklee               Accounting Officer)
<PAGE>






     Page 10

                                    EXHIBIT INDEX



              The following exhibits are filed herewith as part of this
     Registration Statement:

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

           5.1       Opinion of Kirkpatrick & Lockhart LLP as to    *
                     the legality of the securities being
                     registered

           23.1      Consent of Ernst & Young LLP                   *

           23.2      The consent of Kirkpatrick & Lockhart LLP to   *
                     the use of their opinion as an exhibit to
                     this Registration Statement is included in
                     their opinion filed herewith as
                     Exhibit 5.1

           24        Power of Attorney                              See page 6

                               

     * Filed herewith.
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18557}]
{"company-data": {"conformed-name": "MID ATLANTIC MEDICAL SERVICES INC", "cik": "0000805037", "assigned-sic": "6324", "irs-number": "521481661", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02531", "film-number": "96547488"}, "business-address": {"street1": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012945140"}, "mail-address": {"street1": "4 TAFT COURT", "street2": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
As filed with the Securities and Exchange Commission on April 15, 1996
                                                  Registration No. 33-__________

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                             ___________________________

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

                             ____________________________

                         MID ATLANTIC MEDICAL SERVICES, INC.
               (Exact name of registrant as specified in its charter)

                    Delaware                        52-1481661        
        (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)             Identification No.)

                                     4 Taft Court
                             Rockville, Maryland 20850             
                 (Address of principal executive offices) (zip code)

                         1996 NON-QUALIFIED STOCK OPTION PLAN
                                (Full title of plan)

                                Joseph L. Guarriello
                         Mid Atlantic Medical Services, Inc.
                                     4 Taft Court
                           Rockville, Maryland 20850      
                       (Name and address of agent for service)

                                    (301) 251-4075
                       (Telephone number of agent for service)

                                       Copy to:
                                  Cary J. Meer, Esq.
                             Kirkpatrick & Lockhart LLP
                           1800 Massachusetts Avenue, N.W.
                                     Second Floor
                             Washington, D.C. 20036-1800
Page 2

                           CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                              maximum       maximum
                                              offering      aggregate       Amount of
       Title of securities    Amount to be    price per     offering        registration
       to be registered       registered      share(1)      price (1)       fee
       -------------------    ------------    ---------     ---------       ------------
Options (2)            3,000,000

       Common stock, par      3,000,000       $23.6875      $71,062,500     $24,502.35
       value $.01 per share   shares
-------------------------------

     (1)      Inserted solely for the purpose of calculating the registration
              fee pursuant to Rule 457(h).  The fee is calculated on the basis
              of the average of the high and low sales prices for the
              Registrant's Common Stock reported on The New York Stock
              Exchange, Inc. consolidated reporting system on April 10, 1996.

     (2)      The options to be registered hereunder are to be distributed by
              the Registrant for no value.  Accordingly, no separate
              registration fee is required.
Page 3

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

              The following documents filed by Mid Atlantic Medical Services,
     Inc. (the "Company") are incorporated by reference into this Registration
     Statement:

                      (a)      The Company's Annual Report on Form 10-K
              for the fiscal year ended December 31, 1995 filed
              pursuant to Section 13 of the Securities Exchange Act of
              1934, as amended ("Exchange Act").

                      (b)  All other reports filed by the Company
              pursuant to Section 13(a) or 15(d) of the Exchange Act
              since the end of the fiscal year covered by the Annual
              Report on Form 10-K referred to in (a) above.

                      (c)      The description of the Company's common
              stock contained in the Registration Statement filed
              September 12, 1994 Form 8-A (Registration No. 1-13340).

              All documents subsequently filed by the Company with the
     Securities and Exchange Commission pursuant to Sections 12, 13(a), 13(c),
     14 and 15(d) of the Exchange Act after the date of this Registration
     Statement, but prior to the filing of a post-effective amendment to this
     Registration Statement that indicates that all securities offered by this
     Registration Statement have been sold or which deregisters all such
     securities then remaining unsold, shall be deemed to be incorporated by
     reference into this Registration Statement.  Each document incorporated by
     reference into this Registration Statement shall be deemed to be a part of
     this Registration Statement from the date of the filing of such document
     with the Securities and Exchange Commission ("SEC") until the information
     contained therein is superseded or updated by any subsequently filed
     document that is incorporated by reference into this Registration
     Statement or by any document that constitutes part of the prospectus
     relating to the 1996 Non-Qualified Stock Option Plan (the "Plan") that
     meets the requirements of Section 10(a) of the Securities Act of 1933, as
     amended ("Securities Act").

     Item 4.  Description of Securities.

              Not applicable.
Page 4

     Item 5.  Interests of Named Experts and Counsel.

              None.

     Item 6.  Indemnification of Directors and Officers.

              Under the Delaware General Corporation Law, the Company's
     Certificate of Incorporation and its By-Laws, the Company has broad power
     to indemnify, and under certain circumstances is required to indemnify,
     its directors and officers against liabilities that they may incur while
     serving as directors or officers of the Company, including liabilities
     arising under the Securities Act.  Insofar as indemnification for
     liabilities arising under the Securities Act may be permitted pursuant to
     the foregoing provisions, the Company has been informed that, in the
     opinion of the SEC, such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable.  The
     Company also maintains an insurance policy for directors and officers
     insuring them against certain liabilities incurred by them in the
     performances of their duties, including liabilities under the Securities
     Act.

     Item 7.  Exemption from Registration Claimed.

              Not applicable.

     Item 8.  Exhibits.

              The following are filed herewith as part of this Registration
     Statement:

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

                5.1            Opinion of Kirkpatrick & Lockhart LLP as to the
                               legality of the securities being registered

               23.1            Consent of Ernst & Young LLP

               23.2            The consent of Kirkpatrick & Lockhart LLP to
                               the use of their opinion as an exhibit to this
                               Registration Statement is included in their
                               opinion filed herewith as Exhibit 5.1

                24             Power of Attorney (see page 6)

     Item 9.  Undertakings.

              (a)     The undersigned registrant hereby undertakes:
Page 5

                      (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. 
                      Notwithstanding the foregoing, any increase or decrease
                      in volume of securities offered (if the total dollar
                      value of securities offered would not exceed that which
                      was registered) and any deviation from the low or high
                      end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than a
                      20% change in the maximum aggregate offering price set
                      forth in the "Calculation of Registration Fee" table in
                      the effective 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 (a)(1)(i) and (a)(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 purposes 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.

              (b)     The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of 1933,
Page 6

     each filing of the registrant's Annual Report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
     by reference in this Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

              (h)     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 Act and
     will be governed by the final adjudication of such issue.
Page 7

                                     SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
     amended, 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 Rockville,
     State of Maryland, on this 15th day of April, 1996.

                                       MID ATLANTIC MEDICAL SERVICES, INC.

                                       By:      /s/ George T. Jochum
                                                -----------------------
                                                George T. Jochum,
                                                Chairman, President and
                                                Chief Executive Officer

                                  POWER OF ATTORNEY

              KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints George T. Jochum, Robert
     E. Foss or Joseph L. Guarriello his or her attorney-in-fact, with the
     power of substitution, for him or her in any and all capacities, to sign
     any amendments to this Registration Statement on Form S-8, and to file
     same, with exhibits thereto, and other documents in connection therewith,
     with the Securities and Exchange Commission, hereby ratifying and
     confirming all that said attorney-in-fact, or his or her 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 by the following persons in the
     capacities and on the dates indicated.

       Signature                      Title                     Date

                                      Director                April 15, 1996
       ------------------------
       Francis C. Bruno M.D.

                                      Director                April 15, 1996
       ------------------------
       John H. Cook, III, M.D.
Page 8

       Signature                      Title                     Date

       /s/ Stanley M. Dahlman         Director                April 15, 1996
       ------------------------
       Stanley M. Dahlman, Ph. D.

                                      Director                April 15, 1996
       ------------------------
       Peter L. Flaherty, Jr., M.D.

       /s/ Robert E. Foss             Executive Vice          April 15, 1996
       ------------------------       President and Chief
       Robert E. Foss                 Financial Officer
                                      (Principal Financial
                                      Officer)

                                      Director                April 15, 1996
       ------------------------
       Walter Girardin

       /s/ Mark D. Groban             Director                April 15, 1996
       ------------------------
       Mark D. Groban, M.D.

       /s/ Donald R. Hammett          Director                April 15, 1996
       ------------------------
       Donald R. Hammett

       /s/ George T. Jochum           Director, Chairman,     April 15, 1996
       ------------------------       President and Chief
       George T. Jochum               Executive Officer
                                      (Principal Executive
                                      Officer)

       /s/ Creighton R. Schneck       Director                April 15, 1996
       ------------------------
       Creighton R. Schneck

       /s/ Stanley F. Smith           Director                April 15, 1996
       ------------------------
       Stanley F. Smith, R.Ph.

       /s/ Alfred Talamantes          Director and Chief      April 15, 1996
       ------------------------       Operating Officer
       Alfred Talamantes
Page 9

       Signature                      Title                     Date

       /s/ James A. Wild              Director                April 15, 1996
       ------------------------
       James A. Wild

       /s/ Mary E. Shocklee           Controller              April 15, 1996
       ------------------------       (Principal
       Mary E. Shocklee               Accounting Officer)
Page 10

                                    EXHIBIT INDEX

              The following exhibits are filed herewith as part of this
     Registration Statement:

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

           5.1       Opinion of Kirkpatrick & Lockhart LLP as to    *
                     the legality of the securities being
                     registered

           23.1      Consent of Ernst & Young LLP                   *

           23.2      The consent of Kirkpatrick & Lockhart LLP to   *
                     the use of their opinion as an exhibit to
                     this Registration Statement is included in
                     their opinion filed herewith as
                     Exhibit 5.1

           24        Power of Attorney                              See page 6

                               

     * Filed herewith.