As filed with the Securities and Exchange Commission on October 4, 1995
                                               Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                         Hanger Orthopedic Group, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

             Delaware                              84-0904275
   -------------------------------         ----------------------------
   (State or other jurisdiction of         (IRS Employer Identification
   incorporation or organization)                    Number)

              7700 Old Georgetown Road, Bethesda, Maryland 20814
          -----------------------------------------------------------
          (Address of Principal Executive Offices including Zip Code)

             Hanger Orthopedic Group, Inc. 1991 Stock Option Plan and
               1993 Stock Option Plan for Non-Employee Directors
             --------------------------------------------------------
                          (Full title of plan)

                                 Ivan R. Sabel
                      Chairman of the Board and President
                         Hanger Orthopedic Group, Inc.
                           7700 Old Georgetown Road
                           Bethesda, Maryland 20814
                                (301) 986-0701
          ----------------------------------------------------------
          (Name, address and telephone number of agent for services)

                                  Copies to:

                             Arthur H. Bill, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036

                        CALCULATION OF REGISTRATION FEE

 -----------------------------------------------------------------------------
  Title of       Amount                       Proposed Maximum
  Securities      to be     Proposed Maximum      Aggregate       Amount of
    to be      registered    Offering Price     Offering Price   Registration
 Registered        (1)        Per Share (2)           (2)            Fee
 -----------------------------------------------------------------------------
 Common Stock,   1,250,000       $3.25           $4,062,500.00    $1,400.86
 $.01 par value   shares
 Common Stock,     500,000
 $.01 par value   shares(3)

(1)  Includes an  indeterminate  number of shares of Common  Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.

(2) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the American  Stock  Exchange on September 26,
1995 and are used solely for the purpose of calculating the  registration  fee
pursuant to paragraphs  (c) and (h)(1) of Rule 457 under the Securities Act of
1933.
<PAGE>

(3) The 500,000 shares were  registered  under a Form S-8 (File No.  33-48265)
filed by the  Registrant  on June 8,  1991.  Pursuant  to Rule 429  under  the
Securities Act of 1933, this Registration  Statement is deemed to include such
shares and such prior Registration Statement.
<PAGE>

                                    PART I

                      INFORMATION REQUIRED IN PROSPECTUS

     The information  called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by  incorporation  by reference or otherwise) in
accordance  with the rules and  regulations  of the  Securities  and  Exchange
Commission (the "SEC").


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents previously filed by Hanger Orthopedic Group, Inc.
(the "Company") (SEC File No. 1-10670) with the SEC pursuant to the Securities
Exchange  Act  of  1934  (the  "Exchange   Act")  are   incorporated  in  this
Registration Statement by reference and deemed to be a part hereof:

     1. The Company's  Annual Report on Form 10-K for the year ended  December
31, 1994.

     2. The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March 31 and June 30, 1995.

     3. The  description  of the Company's  Common  Stock,  par value $.01 per
share (the "Common Stock"),  contained in the Company's Registration Statement
on Form 8-A, as filed on December 14, 1990 under Section 12(b) of the Exchange
Act.

     In  addition,  all  documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date of this
Registration  Statement and prior to the filing of a post-effective  amendment
`which  indicates  that all  securities  offered hereby have been sold or which
deregisters all such securities then remaining  unsold,  shall be deemed to be
incorporated  in this  Registration  Statement by  reference  and to be a part
hereof from the date of filing of such documents;  provided, however, that the
documents  enumerated  above or subsequently  filed by the Company pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act in each year during
which the offering made by this  Registration  Statement is in effect prior to
the filing with the SEC of the  Company's  Annual Report on Form 10-K covering
such year shall not be deemed  incorporated by reference in this  Registration
Statement and shall not be a part hereof from and

                                       2

<PAGE>

after the filing of such Annual Report on Form 10-K.

     Any  statement  contained  in a  document  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  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,  to constitute a part
of this Registration Statement.

     The Company  hereby  undertakes to provide  without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration  Statement,  other than exhibits to such  documents  (unless such
exhibits are incorporated therein by reference).

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is permitted by Delaware law and required by its  Certificate
of  Incorporation  and its  By-laws to  indemnify  any  director or officer or
former  director of officer  against all expenses and  liabilities  reasonably
incurred  by him or her in  connection  with any legal  action  in which  such
person is involved by reason of his or her position with the Company unless he
or she is adjudged  liable for negligence or misconduct in the  performance of
his or her duties as a director or officer. If any such action is settled, the
Company will provide  indemnification  only if the Board of Directors approves
such  settlement  after  receiving  an opinion of counsel for the Company that
settlement is in the Company's best interest.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

                                       3

<PAGE>

Item 8.  Exhibits.

Exhibit
Number    Description

4(a)      1991 Stock Option Plan. (Incorporated herein by reference to Exhibit
          4(b) to the Company's  Registration  Statement on Form S-8 (File No.
          33-48265) filed on June 8, 1991.)

4(b)      1993 Stock Option Plan for Non-Employee Directors. (Filed herewith.)

5         Legal  opinion,  dated October 4, 1995, of Freedman,  Levy,  Kroll &
          Simonds,  counsel  to the  Company,  as to the  legality  of  shares
          offered. (Filed herewith.)

23(a)     Consent of Coopers & Lybrand.  (Filed herewith.)

23(b)     Consent of Freedman,  Levy, Kroll & Simonds.  (Included in Exhibit 5
          hereto.)

25        Power of Attorney.  (Included on signature page of this Registration
          Statement.)


Item 9.   Undertakings.

     1.   The Company hereby undertakes:

          (a) 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 the Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually,  or in
          the aggregate, represent a fundamental change in the information set
          forth in the Registration Statement;

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

     Provided, however, that paragraphs (a)(1) and (a)(ii) do not

                                      4

<PAGE>

apply if the information required to be included in a post-effective amendment
by those  paragraphs  is  contained in periodic  reports  filed by the Company
pursuant  to  Section  13 or  Section  15(d)  of the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

          (b) That,  for the purpose of  determining  any liability  under the
     Securities 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.

          (c)  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.

     2. The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant  to  Section  13(a)  or  Section  15(d) of the  Exchange  Act that it
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.

     3.  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities  Act may be  permitted  to  directors  and  officers of the Company
pursuant  to the  foregoing  provisions,  or  otherwise,  the Company has been
informed that in the opinion of the SEC 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 Company of expenses incurred or paid by a director,  officer or
controlling  person of the  Company 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 Company 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  governed  by the  final  adjudication  of such
issue.

                                       5

<PAGE>

                                  SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all 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 Bethesda, State of Maryland, on this
29th day of September, 1995.


                                     HANGER ORTHOPEDIC GROUP, INC.

                                     By: /s/IVAN R. SABEL
                                     -----------------
                                     Ivan R. Sabel
                                     Chairman of the Board and President


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes  and appoints IVAN R. SABEL and/or  RICHARD A. STEIN his or
her true and lawful attorneys-in-fact and agents, each acting alone, with full
powers  of  substitution,  for him or her and in his or her  name,  place  and
stead,  in any and all  capacities,  to sign any or all amendments  (including
post-effective  amendments) to this  Registration  Statement,  and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the SEC, granting unto said  attorneys-in-fact  and agents, each acting alone,
full power and  authority  to do and perform to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and confirming all that
said  attorneys-in-fact  and agents,  each acting alone,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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


        Signature                 Title                    Date


   /s/IVAN R. SABEL          Chairman of the Board,     September 29, 1995
 -------------------------   President and Director
   Ivan R. Sabel              (Principal Executive
                              Officer)

                                       6

<PAGE>

        Signature                 Title                    Date


 /s/RICHARD A. STEIN
 ------------------          Vice President-Finance,    September 29, 1995
 Richard A. Stein            Treasurer and Secretary
                              (Principal Financial
                               and Accounting Officer)


 MITCHELL J. BLUTT, M.D.          Director              September 29, 1995
 -------------------------
 Mitchell J. Blutt, M.D.


 ---------------------            Director
    B. Martha Cassidy


 -----------------------          Director
  Thomas P. Cooper, M.D.


  ROBERT J. GLASER, M.D.          Director              September 29, 1995
 -------------------------
  Robert J. Glaser, M.D.


   JAMES G. HELLMUTH              Director              September 29, 1995
 -------------------
   James G. Hellmuth


   WILLIAM L. MCCULLOCH           Director              September 29, 1995
 ----------------------
   William L. McCulloch


  WALTER J. MCNERNEY              Director              September 29, 1995
 -------------------
  Walter J. McNerney


  Ronald J. Manganiello           Director              September 29, 1995
 ----------------------
  Ronald J. Manganiello

                                       7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15929}]
{"company-data": {"conformed-name": "HANGER ORTHOPEDIC GROUP INC", "cik": "0000722723", "assigned-sic": "3842", "irs-number": "840904275", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63191", "film-number": "95578590"}, "business-address": {"street1": "7700 OLD GEORGETOWN RD 2ND FL", "city": "BETHESDA", "state": "MD", "zip": "20814", "phone": "3019860701"}, "mail-address": {"street2": "7700 OLD GEORGETOWN RD 2ND FL", "city": "BETHESDA", "state": "MD", "zip": "20814"}, "former-company": [{"former-conformed-name": "SEQUEL CORP", "date-changed": "19890814"}, {"former-conformed-name": "CELLTECH COMMUNICATIONS INC", "date-changed": "19860304"}]}
As filed with the Securities and Exchange Commission on October 4, 1995
                                               Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                         Hanger Orthopedic Group, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

             Delaware                              84-0904275
   -------------------------------         ----------------------------
   (State or other jurisdiction of         (IRS Employer Identification
   incorporation or organization)                    Number)

              7700 Old Georgetown Road, Bethesda, Maryland 20814
          -----------------------------------------------------------
          (Address of Principal Executive Offices including Zip Code)

             Hanger Orthopedic Group, Inc. 1991 Stock Option Plan and
               1993 Stock Option Plan for Non-Employee Directors
             --------------------------------------------------------
                          (Full title of plan)

                                 Ivan R. Sabel
                      Chairman of the Board and President
                         Hanger Orthopedic Group, Inc.
                           7700 Old Georgetown Road
                           Bethesda, Maryland 20814
                                (301) 986-0701
          ----------------------------------------------------------
          (Name, address and telephone number of agent for services)

                                  Copies to:

                             Arthur H. Bill, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036

                        CALCULATION OF REGISTRATION FEE

 -----------------------------------------------------------------------------
  Title of       Amount                       Proposed Maximum
  Securities      to be     Proposed Maximum      Aggregate       Amount of
    to be      registered    Offering Price     Offering Price   Registration
 Registered        (1)        Per Share (2)           (2)            Fee
 -----------------------------------------------------------------------------
 Common Stock,   1,250,000       $3.25           $4,062,500.00    $1,400.86
 $.01 par value   shares
 Common Stock,     500,000
 $.01 par value   shares(3)

(1)  Includes an  indeterminate  number of shares of Common  Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.

(2) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the American  Stock  Exchange on September 26,
1995 and are used solely for the purpose of calculating the  registration  fee
pursuant to paragraphs  (c) and (h)(1) of Rule 457 under the Securities Act of
1933.
(3) The 500,000 shares were  registered  under a Form S-8 (File No.  33-48265)
filed by the  Registrant  on June 8,  1991.  Pursuant  to Rule 429  under  the
Securities Act of 1933, this Registration  Statement is deemed to include such
shares and such prior Registration Statement.
PART I

                      INFORMATION REQUIRED IN PROSPECTUS

     The information  called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by  incorporation  by reference or otherwise) in
accordance  with the rules and  regulations  of the  Securities  and  Exchange
Commission (the "SEC").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents previously filed by Hanger Orthopedic Group, Inc.
(the "Company") (SEC File No. 1-10670) with the SEC pursuant to the Securities
Exchange  Act  of  1934  (the  "Exchange   Act")  are   incorporated  in  this
Registration Statement by reference and deemed to be a part hereof:

     1. The Company's  Annual Report on Form 10-K for the year ended  December
31, 1994.

     2. The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March 31 and June 30, 1995.

     3. The  description  of the Company's  Common  Stock,  par value $.01 per
share (the "Common Stock"),  contained in the Company's Registration Statement
on Form 8-A, as filed on December 14, 1990 under Section 12(b) of the Exchange
Act.

     In  addition,  all  documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date of this
Registration  Statement and prior to the filing of a post-effective  amendment
`which  indicates  that all  securities  offered hereby have been sold or which
deregisters all such securities then remaining  unsold,  shall be deemed to be
incorporated  in this  Registration  Statement by  reference  and to be a part
hereof from the date of filing of such documents;  provided, however, that the
documents  enumerated  above or subsequently  filed by the Company pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act in each year during
which the offering made by this  Registration  Statement is in effect prior to
the filing with the SEC of the  Company's  Annual Report on Form 10-K covering
such year shall not be deemed  incorporated by reference in this  Registration
Statement and shall not be a part hereof from and

                                       2
after the filing of such Annual Report on Form 10-K.

     Any  statement  contained  in a  document  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  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,  to constitute a part
of this Registration Statement.

     The Company  hereby  undertakes to provide  without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration  Statement,  other than exhibits to such  documents  (unless such
exhibits are incorporated therein by reference).

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is permitted by Delaware law and required by its  Certificate
of  Incorporation  and its  By-laws to  indemnify  any  director or officer or
former  director of officer  against all expenses and  liabilities  reasonably
incurred  by him or her in  connection  with any legal  action  in which  such
person is involved by reason of his or her position with the Company unless he
or she is adjudged  liable for negligence or misconduct in the  performance of
his or her duties as a director or officer. If any such action is settled, the
Company will provide  indemnification  only if the Board of Directors approves
such  settlement  after  receiving  an opinion of counsel for the Company that
settlement is in the Company's best interest.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

                                       3
Item 8.  Exhibits.

Exhibit
Number    Description

4(a)      1991 Stock Option Plan. (Incorporated herein by reference to Exhibit
          4(b) to the Company's  Registration  Statement on Form S-8 (File No.
          33-48265) filed on June 8, 1991.)

4(b)      1993 Stock Option Plan for Non-Employee Directors. (Filed herewith.)

5         Legal  opinion,  dated October 4, 1995, of Freedman,  Levy,  Kroll &
          Simonds,  counsel  to the  Company,  as to the  legality  of  shares
          offered. (Filed herewith.)

23(a)     Consent of Coopers & Lybrand.  (Filed herewith.)

23(b)     Consent of Freedman,  Levy, Kroll & Simonds.  (Included in Exhibit 5
          hereto.)

25        Power of Attorney.  (Included on signature page of this Registration
          Statement.)

Item 9.   Undertakings.

     1.   The Company hereby undertakes:

          (a) 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 the Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually,  or in
          the aggregate, represent a fundamental change in the information set
          forth in the Registration Statement;

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

     Provided, however, that paragraphs (a)(1) and (a)(ii) do not

                                      4
apply if the information required to be included in a post-effective amendment
by those  paragraphs  is  contained in periodic  reports  filed by the Company
pursuant  to  Section  13 or  Section  15(d)  of the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

          (b) That,  for the purpose of  determining  any liability  under the
     Securities 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.

          (c)  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.

     2. The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant  to  Section  13(a)  or  Section  15(d) of the  Exchange  Act that it
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.

     3.  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities  Act may be  permitted  to  directors  and  officers of the Company
pursuant  to the  foregoing  provisions,  or  otherwise,  the Company has been
informed that in the opinion of the SEC 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 Company of expenses incurred or paid by a director,  officer or
controlling  person of the  Company 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 Company 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  governed  by the  final  adjudication  of such
issue.

                                       5
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all 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 Bethesda, State of Maryland, on this
29th day of September, 1995.

                                     HANGER ORTHOPEDIC GROUP, INC.

                                     By: /s/IVAN R. SABEL
                                     -----------------
                                     Ivan R. Sabel
                                     Chairman of the Board and President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes  and appoints IVAN R. SABEL and/or  RICHARD A. STEIN his or
her true and lawful attorneys-in-fact and agents, each acting alone, with full
powers  of  substitution,  for him or her and in his or her  name,  place  and
stead,  in any and all  capacities,  to sign any or all amendments  (including
post-effective  amendments) to this  Registration  Statement,  and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the SEC, granting unto said  attorneys-in-fact  and agents, each acting alone,
full power and  authority  to do and perform to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and confirming all that
said  attorneys-in-fact  and agents,  each acting alone,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

        Signature                 Title                    Date

   /s/IVAN R. SABEL          Chairman of the Board,     September 29, 1995
 -------------------------   President and Director
   Ivan R. Sabel              (Principal Executive
                              Officer)

                                       6
Signature                 Title                    Date

 /s/RICHARD A. STEIN
 ------------------          Vice President-Finance,    September 29, 1995
 Richard A. Stein            Treasurer and Secretary
                              (Principal Financial
                               and Accounting Officer)

 MITCHELL J. BLUTT, M.D.          Director              September 29, 1995
 -------------------------
 Mitchell J. Blutt, M.D.

 ---------------------            Director
    B. Martha Cassidy

 -----------------------          Director
  Thomas P. Cooper, M.D.

  ROBERT J. GLASER, M.D.          Director              September 29, 1995
 -------------------------
  Robert J. Glaser, M.D.

   JAMES G. HELLMUTH              Director              September 29, 1995
 -------------------
   James G. Hellmuth

   WILLIAM L. MCCULLOCH           Director              September 29, 1995
 ----------------------
   William L. McCulloch

  WALTER J. MCNERNEY              Director              September 29, 1995
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  Walter J. McNerney

  Ronald J. Manganiello           Director              September 29, 1995
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  Ronald J. Manganiello

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