As filed with the Securities and Exchange Commission on
                                      January 23, 1998. 
                              Registration No. 333-_________





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

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

                     Marshall Industries
   (Exact name of registrant as specified in its charter)
                     ___________________

   California                              95-2048764
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

                     9320 Telstar Avenue
               El Monte, California 91731-2895
                       (626) 307-6000

          (Address of principal executive offices)

         MARSHALL INDUSTRIES 1997 STOCK OPTION PLAN
                  (Full title of the plan)

                        Henry W. Chin
                  Vice President, Finance, 
            Chief Financial Officer and Secretary
                     Marshall Industries
                     9320 Telstar Avenue
               El Monte, California 91731-2895
                                                    
           (Name and address of agent for service)
Telephone number, including area code, of agent for service:
(626) 307-6000
                     ___________________

              CALCULATION  OF REGISTRATION  FEE


<TABLE>
<CAPTION>
<S>                 <C>           <C>          <C>             <C>

                                  Proposed    Proposed
                                  maximum     maximum
Title of            Amount        offering    aggregate       Amount of
securities          to be         price       offering        registration
to be registered    registered    per unit    price           fee 

Common Stock,       500,000<1>,<2> $29.75<2>  $14,875,000<2>  $4,389<2>
par value           shares 
$1.00 per share  


________________
<FN>

<1> This Registration Statement covers, in addition to the
    number of shares of Common Stock stated above, options
    and other rights to purchase or acquire the shares of
    Common Stock covered by the Prospectus and, pursuant to
    Rule 416(c) under the Securities Act of 1933, an
    indeterminate number of shares which by reason of certain
    events specified in the Plan may become subject to the
    Plan.

<2> Pursuant to Rule 457(h), the maximum offering price, per
    share and in the aggregate, and the registration fee were
    calculated based upon the average of the high and low
    prices of the Common Stock on January 16, 1998, as
    reported on the New York Stock Exchange and published in
    the Western Edition of the Wall Street Journal. 


</FN>
</TABLE>
<PAGE>


   The Exhibit Index for this Registration Statement is at
page S-3.


<PAGE>

                           PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS


       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").  Such documents need not be filed with
the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


<PAGE>


                           PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of Marshall Industries (the
"Company") filed with the Commission are incorporated herein
by reference: 

  (a)  The Company's Annual Report on Form 10-K for the
       fiscal year ended May 31, 1997, filed with the
       Commission on August 26, 1997;

  (b)  The Company's Current Report on Form 8-K, filed with
       the Commission on October 3, 1997;

  (c)  The Company's Quarterly Reports on Forms 10-Q for the
       quarterly periods ended August 31, 1997 and November
       30, 1997, filed with the Commission on October 14,
       1997 and January 14, 1998, respectively;

  (d)  The Description of the Company's Common Stock included
       in a Registration Statement on Form 8-A filed with the
       Commission on January 10, 1986;

       All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.


ITEM 4.     DESCRIPTION OF SECURITIES

       The Company's Common Stock is registered pursuant to
Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted. 


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not applicable.  

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Company's Articles of Incorporation provide (i)
that the liability of the Company's directors is eliminated to
the fullest extent permissible under California law, (ii) that
the Company is authorized to indemnify its agents (as defined
in Section 317 of the California General Corporations Law (the
"Law")) for breach of duty to the Company and its
shareholders, and (iii) that the Company is authorized to
purchase and maintain insurance on behalf of its agents
against liability asserted against or incurred by the agents
in such capacity or arising out of an agent's status as such. 
The Company's By-laws provide that the Company must, to the
maximum extent permitted by the Law, indemnify each of its
directors against expenses, judgements, fines, settlements,
and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact
that such person is or was an agent of the Company.  The
Company's By-laws also provide that the Company may, to the
extent and in the manner permitted by the Law, indemnify each
of its officers, employees and agents against expenses,
judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising
by reason of the fact that such person is or was an agent of
the Company.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 


ITEM 8.     EXHIBITS

       See the attached Exhibit Index on page S-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;

                     (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; and

                     (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 this 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 by the registrant
  with or furnished to the Commission pursuant to Section 13
  or Section 15(d) of the Exchange Act that are incorporated
  by reference in this Registration Statement;

            (2) That, for the purpose of determining any
  liability under the Securities Act, each such post-
  effective amendment shall be deemed to be a new regis-
  tration 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; and

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

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

  (h)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than 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
and will be governed by the final adjudication of such issue. 


<PAGE>


                         SIGNATURES

       Pursuant to the requirements of the Securities 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 El Monte, State of California, on January 20,
1998.


                          By:  /s/ Gordon S. Marshall
                               Gordon S. Marshall  

                          Its:      Chairman of the Board



                      POWER OF ATTORNEY

       Each person whose signature appears below constitutes
and appoints Robert Rodin and Richard D. Bentley, or either of
them individually, his true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, or either of them
individually, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or
either of them individually, or his substitute or substitutes,
may lawfully 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 dates
indicated.

<TABLE>
<S>                         <C>                          <C>
  Signature                 Title                        Date

/s/ Gordon S. Marshall      Chairman of the Board     January 20, 1998
Gordon S. Marshall  


/s/ Robert Rodin            Director, President and   January 20, 1998
Robert Rodin                Chief Executive
                            Officer (Principal
                            Executive Officer) 


/s/ Richard D. Bentley      Director and Executive    January 20, 1998
Richard D. Bentley          Vice President 



/s/ Richard C. Colyear      Director                  January 20, 1998
Richard C. Colyear  


/s/ Jean Fribourg           Director                  January 20, 1998
Jean Fribourg  


/s/ Lathrop Hoffman         Director                  January 20, 1998
Lathrop Hoffman 


                            Director                  
Jose Menendez 


                            Director                  
Raymond G. Rinehart       


/s/ Howard C. White         Director                  January 20, 1998
Howard C. White 


/s/ Henry W. Chin          Vice President, Finance,    January 20, 1998
Henry W. Chin              Chief Financial Officer 
                           and Secretary (Principal 
                           Financial and Accounting 
                           Officer) 

</TABLE>

<PAGE>


                        EXHIBIT INDEX


Exhibit  
Number            Description  


4.1         Marshall Industries 1997 Stock Option Plan. 

4.2         Form of Employee Nonqualified Stock Option
            Agreement.

4.3         Form of Employee Incentive Stock Option 
            Agreement.

5.          Opinion of O'Melveny & Myers LLP (opinion 
            re legality).  

23.1        Consent of Arthur Andersen LLP (consent of 
            independent auditors).  

23.2        Consent of Counsel (included in Exhibit 5). 

24.         Power of Attorney (included in this  
            Registration Statement under "Signatures").
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15452}]
{"company-data": {"conformed-name": "MARSHALL INDUSTRIES", "cik": "0000062765", "assigned-sic": "5065", "irs-number": "952048764", "state-of-incorporation": "CA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44829", "film-number": "98512178"}, "business-address": {"street1": "9320 TELSTAR AVE", "city": "EL MONTE", "state": "CA", "zip": "91731", "phone": "6263076000"}}
As filed with the Securities and Exchange Commission on
                                      January 23, 1998. 
                              Registration No. 333-_________

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

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

                     Marshall Industries
   (Exact name of registrant as specified in its charter)
                     ___________________

   California                              95-2048764
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

                     9320 Telstar Avenue
               El Monte, California 91731-2895
                       (626) 307-6000

          (Address of principal executive offices)

         MARSHALL INDUSTRIES 1997 STOCK OPTION PLAN
                  (Full title of the plan)

                        Henry W. Chin
                  Vice President, Finance, 
            Chief Financial Officer and Secretary
                     Marshall Industries
                     9320 Telstar Avenue
               El Monte, California 91731-2895
                                                    
           (Name and address of agent for service)
Telephone number, including area code, of agent for service:
(626) 307-6000
                     ___________________

              CALCULATION  OF REGISTRATION  FEE
Proposed    Proposed
                                  maximum     maximum
Title of            Amount        offering    aggregate       Amount of
securities          to be         price       offering        registration
to be registered    registered    per unit    price           fee 

Common Stock,       500,000<1>,<2> $29.75<2>  $14,875,000<2>  $4,389<2>
par value           shares 
$1.00 per share  

________________
<1> This Registration Statement covers, in addition to the
    number of shares of Common Stock stated above, options
    and other rights to purchase or acquire the shares of
    Common Stock covered by the Prospectus and, pursuant to
    Rule 416(c) under the Securities Act of 1933, an
    indeterminate number of shares which by reason of certain
    events specified in the Plan may become subject to the
    Plan.

<2> Pursuant to Rule 457(h), the maximum offering price, per
    share and in the aggregate, and the registration fee were
    calculated based upon the average of the high and low
    prices of the Common Stock on January 16, 1998, as
    reported on the New York Stock Exchange and published in
    the Western Edition of the Wall Street Journal.
The Exhibit Index for this Registration Statement is at
page S-3.
PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS

       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").  Such documents need not be filed with
the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of Marshall Industries (the
"Company") filed with the Commission are incorporated herein
by reference: 

  (a)  The Company's Annual Report on Form 10-K for the
       fiscal year ended May 31, 1997, filed with the
       Commission on August 26, 1997;

  (b)  The Company's Current Report on Form 8-K, filed with
       the Commission on October 3, 1997;

  (c)  The Company's Quarterly Reports on Forms 10-Q for the
       quarterly periods ended August 31, 1997 and November
       30, 1997, filed with the Commission on October 14,
       1997 and January 14, 1998, respectively;

  (d)  The Description of the Company's Common Stock included
       in a Registration Statement on Form 8-A filed with the
       Commission on January 10, 1986;

       All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

       The Company's Common Stock is registered pursuant to
Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted. 

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not applicable.  

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Company's Articles of Incorporation provide (i)
that the liability of the Company's directors is eliminated to
the fullest extent permissible under California law, (ii) that
the Company is authorized to indemnify its agents (as defined
in Section 317 of the California General Corporations Law (the
"Law")) for breach of duty to the Company and its
shareholders, and (iii) that the Company is authorized to
purchase and maintain insurance on behalf of its agents
against liability asserted against or incurred by the agents
in such capacity or arising out of an agent's status as such. 
The Company's By-laws provide that the Company must, to the
maximum extent permitted by the Law, indemnify each of its
directors against expenses, judgements, fines, settlements,
and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact
that such person is or was an agent of the Company.  The
Company's By-laws also provide that the Company may, to the
extent and in the manner permitted by the Law, indemnify each
of its officers, employees and agents against expenses,
judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising
by reason of the fact that such person is or was an agent of
the Company.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 

ITEM 8.     EXHIBITS

       See the attached Exhibit Index on page S-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;

                     (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; and

                     (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 this 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 by the registrant
  with or furnished to the Commission pursuant to Section 13
  or Section 15(d) of the Exchange Act that are incorporated
  by reference in this Registration Statement;

            (2) That, for the purpose of determining any
  liability under the Securities Act, each such post-
  effective amendment shall be deemed to be a new regis-
  tration 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; and

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

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

  (h)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than 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
and will be governed by the final adjudication of such issue.
SIGNATURES

       Pursuant to the requirements of the Securities 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 El Monte, State of California, on January 20,
1998.

                          By:  /s/ Gordon S. Marshall
                               Gordon S. Marshall  

                          Its:      Chairman of the Board

                      POWER OF ATTORNEY

       Each person whose signature appears below constitutes
and appoints Robert Rodin and Richard D. Bentley, or either of
them individually, his true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, or either of them
individually, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or
either of them individually, or his substitute or substitutes,
may lawfully 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 dates
indicated.
Signature                 Title                        Date

/s/ Gordon S. Marshall      Chairman of the Board     January 20, 1998
Gordon S. Marshall  

/s/ Robert Rodin            Director, President and   January 20, 1998
Robert Rodin                Chief Executive
                            Officer (Principal
                            Executive Officer) 

/s/ Richard D. Bentley      Director and Executive    January 20, 1998
Richard D. Bentley          Vice President 

/s/ Richard C. Colyear      Director                  January 20, 1998
Richard C. Colyear  

/s/ Jean Fribourg           Director                  January 20, 1998
Jean Fribourg  

/s/ Lathrop Hoffman         Director                  January 20, 1998
Lathrop Hoffman 

                            Director                  
Jose Menendez 

                            Director                  
Raymond G. Rinehart       

/s/ Howard C. White         Director                  January 20, 1998
Howard C. White 

/s/ Henry W. Chin          Vice President, Finance,    January 20, 1998
Henry W. Chin              Chief Financial Officer 
                           and Secretary (Principal 
                           Financial and Accounting 
                           Officer)
EXHIBIT INDEX

Exhibit  
Number            Description  

4.1         Marshall Industries 1997 Stock Option Plan. 

4.2         Form of Employee Nonqualified Stock Option
            Agreement.

4.3         Form of Employee Incentive Stock Option 
            Agreement.

5.          Opinion of O'Melveny & Myers LLP (opinion 
            re legality).  

23.1        Consent of Arthur Andersen LLP (consent of 
            independent auditors).  

23.2        Consent of Counsel (included in Exhibit 5). 

24.         Power of Attorney (included in this  
            Registration Statement under "Signatures").