<PAGE>1

     As filed with the Securities and Exchange Commission on July 5, 1996

                                       Registration No.  333-____________

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  SUPERCUTS, INC.
              (Exact name of registrant as specified in its charter)

           Delaware                                    68-0141288
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   Identification Number)

                              550 California Street
                         San Francisco, California 94104
                    (Address of principal executive offices)

                           Supercuts, Inc. Stock Plan
                  Supercuts, Inc. Employee Stock Purchase Plan
      Supercuts, Inc. Nonemployee Director Nonqualified Stock Option Plan
                            (Full title of the plan)

                           Lawrence D. Imber, Esquire
                Sr. Vice President, General Counsel and Secretary
                                  Supercuts, Inc.
                               550 California Street
                          San Francisco, California 94104
                                   (415) 693-4700

            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

                                   Copies to:
                          Stephen W. Greiner, Esquire
                            Willkie Farr & Gallagher
                              One Citicorp Center
                               153 E. 53rd Street
                            New York, New York 10022
                                 (212) 821-8000


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


                                               Proposed maximum          Proposed maximum
Title of securities     Amount to be           offering price per        aggregate offering     Amount of
to be registered        registered(1)          share (2)                 price(2)               registration fee
- ----------------------- ---------------------- ------------------------- --------------------- ------------------
<S>                   <C>                   <C>                        <C>                   <C>
Common Stock, $0.01
par value per share      1,097,500              $8.25                     $9,054,375            $3,122.20


</TABLE>

- ------------------------
(1)      This   Registration   Statement   covers   400,000  shares  newly
         authorized  and 500,000 shares  previously  authorized to be sold
         under the  Supercuts,  Inc.  Stock  Plan,  100,000  shares  newly
         authorized to be sold under the  Supercuts,  Inc.  Employee Stock
         Purchase  Plan,  and 50,000  shares newly  authorized  and 47,500
         shares previously authorized to be sold under the Supercuts, Inc.
         Nonemployee    Director    Nonqualified    Stock    Option   Plan
         (collectively, the "Plans").

(2)      Estimated solely for calculating the amount of the registration fee,
         pursuant to Rule 457(h) under the Securities Act of 1933 (the
         "Securities Act").


<PAGE>2


                                 PART II

                       INFORMATION REQUIRED IN THE
                         REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  filed  with  the  Securities  and
Exchange Commission (the  "Commission") by Supercuts,  Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference:

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

          (b)     The Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 1996, pursuant to the Exchange Act;

          (c)     The  Company's  Current  Reports  on Form 8-K filed on
         January 5, 1996, January 11, 1996,  February 2, 1996, February 20,
         1996, March 18, 1996 and April 9, 1996, respectively, pursuant to the
         Exchange Act; and

          (d)     The  description  of the common  stock of the  Company,
         $0.01 par value  per  share  (the  "Common  Stock")  contained  in
         the Company's Registration Statement on Form 8-A (Registration No.
         0-19533), filed on September 17, 1991 pursuant to the Exchange Act.

         In addition,  all  documents  filed by the Company with the
Commission pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange
Act subsequent to the  date of  this  Registration  Statement  and prior  to
the  filing  of a post-effective  amendment which indicates that all the
securities offered hereby have been sold or which  deregisters all securities
then remaining  unsold shall be deemed to be  incorporated  herein by
reference  and to be a part hereof from the date of the filing of such
documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

                  Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The validity of the shares of Common Stock  offered  hereby
is being passed upon for the Company by Mr. Lawrence D. Imber,  Esq., an
officer of the  Company.  As an  employee  of the  Company,  Mr.  Imber will
be eligible to participate  in the  Plans  to the  same  degree  as  other
similarly  situated employees.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Under Section 145 of the Delaware General Corporation Law,
the Company has broad powers to indemnify its directors and officers

<PAGE>3


against   liabilities  that  they  may  incur  in  such  capacities,
including liabilities  under the  Securities  Act. The Company's  Amended
Certificate  of Incorporation  (the  "Certificate")  and Bylaws  provide  that
the Company  will indemnify its directors and executive  officers and may
indemnify other officers to the full extent permitted by law. The Company
believes that  indemnification under its Bylaws covers at least  negligence
and gross  negligence by directors and  officers,  and requires the Company to
advance  litigation  expenses in the case of stockholder  derivative  actions
or other actions against an undertaking by the officer or director to repay
such advances if it is ultimately determined that the  director  or officer is
not  entitled to  indemnification.  The Bylaws further provide that rights
conferred under such Bylaws will not be deemed to be exclusive  of any
Certificate  of  Incorporation,  Bylaw,  agreement,  vote  of stockholders,
disinterested directors or otherwise.

                  In addition,  the Company's Certificate provides that
pursuant to Delaware  law, its  directors  shall not be liable for  monetary
damages for breach of the directors' fiduciary duty of care to Company and its
stockholders.  This  provision in the  Certificate  does not eliminate the
duty of care, and in appropriate circumstances,  equitable remedies such as
injunctive or other forms of  non-monetary  relief will remain  available
under Delaware law. In addition, each  director  will  continue  to be
subject  to  liability  for breach of the director's  duty of loyalty to the
Company,  for acts or  omissions  not in good faith or involving  intentional
misconduct  for knowing  violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends  or approval of
stock  repurchases  or  redemptions  that are unlawful under   Delaware  law.
The   provision   also  does  not  affect  a  director's responsibilities
under any other law,  such as the federal  securities  laws or state  or
federal  environmental  laws.  The  Company  has  also  entered  into
indemnification agreements with certain of its officers indemnifying them to
the fullest extent permitted by the foregoing.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable

Item 8.  EXHIBITS

Exhibit No.

         4.1      The Company's Amended Certificate of Incorporation, as
                  further amended (incorporated herein by reference to the
                  Company's Registration Statement on Form S-1 (Registration
                  No.  33-50730), Exhibit 3.1).

         4.2      The Company's Bylaws (incorporated herein by reference to
                  the Company's Registration Statement on Form S-1
                  (Registration No. 33-42671), Exhibit 3.3).



<PAGE>4


         5        Opinion of Lawrence D. Imber, Esq. as to the validity of the
                  shares to be issued.

         23.1     Consent of Arthur Andersen LLP.

         23.2     Consent of Lawrence D. Imber (contained in Exhibit 5).

         24       Powers of Attorney (reference is made to the signature page
                  herein).

Item 9.  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                   (a) To file,  during any period in which  offers or sales
are being made, a post-effective amendment to the 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)(i)  and  (a)(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 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 undersigned  registrant  hereby undertakes that, for purposes
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 is incorporated by reference in the Registration  Statement
shall be deemed to be a new registration  statement  relating to the
securities offered therein, and the offering

<PAGE>5


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,  officers and controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the Company 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
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 Securities  Act and will be governed by the final
adjudication of such issue.



<PAGE>6




                                 SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act,  the
Company 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 San Francisco, State of California,
on the 1st day of July, 1996.

                                            SUPERCUTS, INC.



                                            By: /s/ Steve Price
                                                Steve Price
                                                Chief Executive Officer



<PAGE>7


         Each of the  undersigned  officers and directors of the Company
hereby severally constitutes and appoints Steve Price, Daniel M. Lechin and
Lawrence D.  Imber,  and each of  them,  as the true  and  lawful
attorneys-in-fact  for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including  post-effective amendments),  and to file the same with
exhibits  thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact, and each of them,  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 each of them, may lawfully
do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

       Signature                                            Title                                 Date
       ---------                                            -----                                 ----
<S>                                   <C>                                                   <C>
/s/ Steve Price                            Chief Executive Officer and Director (Principal     July 1, 1996
Steve Price                                Executive Officer)

/s/ John R. Conlisk Jr.                    Senior Vice President and Chief Financial Officer   July 1, 1996
John R. Conlisk, Jr.                       (Principal Financial Officer and Principal
                                           Accounting Officer)

/s/ Thomas L. Gregory                      Chairman of the Board of Directors                  July 1, 1996
Thomas L. Gregory

/s/ Edward E. Faber                        Director                                            July 1, 1996
Edward E. Faber

_________________________                  Director                                            July __, 1996
Paul W. Geraldson

/s/ Daniel J. Good                         Director                                            July 1, 1996
Daniel J. Good

/s/ Agnieszka Winkler                      Director                                            July 1, 1996
Agnieszka Winkler
</TABLE>

<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.                      Description of Exhibit
- -----------                      ----------------------
5                                Opinion of Lawrence D. Imber, Esq. as to the
                                 validity of the shares to be issued.

23.1                             Consent of Arthur Andersen LLP.

23.2                             Consent of Lawrence D. Imber, Esq. (contained
                                 in Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16938}]
{"company-data": {"conformed-name": "SUPERCUTS INC /DE", "cik": "0000822553", "assigned-sic": "7200", "irs-number": "680141288", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07717", "film-number": "96591614"}, "business-address": {"street1": "550 CALIFORNIA ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4156934700"}, "mail-address": {"street1": "550 CALIFORNIA ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104"}}
1

     As filed with the Securities and Exchange Commission on July 5, 1996

                                       Registration No.  333-____________

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  SUPERCUTS, INC.
              (Exact name of registrant as specified in its charter)

           Delaware                                    68-0141288
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   Identification Number)

                              550 California Street
                         San Francisco, California 94104
                    (Address of principal executive offices)

                           Supercuts, Inc. Stock Plan
                  Supercuts, Inc. Employee Stock Purchase Plan
      Supercuts, Inc. Nonemployee Director Nonqualified Stock Option Plan
                            (Full title of the plan)

                           Lawrence D. Imber, Esquire
                Sr. Vice President, General Counsel and Secretary
                                  Supercuts, Inc.
                               550 California Street
                          San Francisco, California 94104
                                   (415) 693-4700

            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

                                   Copies to:
                          Stephen W. Greiner, Esquire
                            Willkie Farr & Gallagher
                              One Citicorp Center
                               153 E. 53rd Street
                            New York, New York 10022
                                 (212) 821-8000

                         CALCULATION OF REGISTRATION FEE
Proposed maximum          Proposed maximum
Title of securities     Amount to be           offering price per        aggregate offering     Amount of
to be registered        registered(1)          share (2)                 price(2)               registration fee
- ----------------------- ---------------------- ------------------------- --------------------- ------------------
Common Stock, $0.01
par value per share      1,097,500              $8.25                     $9,054,375            $3,122.20
- ------------------------
(1)      This   Registration   Statement   covers   400,000  shares  newly
         authorized  and 500,000 shares  previously  authorized to be sold
         under the  Supercuts,  Inc.  Stock  Plan,  100,000  shares  newly
         authorized to be sold under the  Supercuts,  Inc.  Employee Stock
         Purchase  Plan,  and 50,000  shares newly  authorized  and 47,500
         shares previously authorized to be sold under the Supercuts, Inc.
         Nonemployee    Director    Nonqualified    Stock    Option   Plan
         (collectively, the "Plans").

(2)      Estimated solely for calculating the amount of the registration fee,
         pursuant to Rule 457(h) under the Securities Act of 1933 (the
         "Securities Act").
2

                                 PART II

                       INFORMATION REQUIRED IN THE
                         REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  filed  with  the  Securities  and
Exchange Commission (the  "Commission") by Supercuts,  Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference:

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

          (b)     The Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 1996, pursuant to the Exchange Act;

          (c)     The  Company's  Current  Reports  on Form 8-K filed on
         January 5, 1996, January 11, 1996,  February 2, 1996, February 20,
         1996, March 18, 1996 and April 9, 1996, respectively, pursuant to the
         Exchange Act; and

          (d)     The  description  of the common  stock of the  Company,
         $0.01 par value  per  share  (the  "Common  Stock")  contained  in
         the Company's Registration Statement on Form 8-A (Registration No.
         0-19533), filed on September 17, 1991 pursuant to the Exchange Act.

         In addition,  all  documents  filed by the Company with the
Commission pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange
Act subsequent to the  date of  this  Registration  Statement  and prior  to
the  filing  of a post-effective  amendment which indicates that all the
securities offered hereby have been sold or which  deregisters all securities
then remaining  unsold shall be deemed to be  incorporated  herein by
reference  and to be a part hereof from the date of the filing of such
documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

                  Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The validity of the shares of Common Stock  offered  hereby
is being passed upon for the Company by Mr. Lawrence D. Imber,  Esq., an
officer of the  Company.  As an  employee  of the  Company,  Mr.  Imber will
be eligible to participate  in the  Plans  to the  same  degree  as  other
similarly  situated employees.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Under Section 145 of the Delaware General Corporation Law,
the Company has broad powers to indemnify its directors and officers
3

against   liabilities  that  they  may  incur  in  such  capacities,
including liabilities  under the  Securities  Act. The Company's  Amended
Certificate  of Incorporation  (the  "Certificate")  and Bylaws  provide  that
the Company  will indemnify its directors and executive  officers and may
indemnify other officers to the full extent permitted by law. The Company
believes that  indemnification under its Bylaws covers at least  negligence
and gross  negligence by directors and  officers,  and requires the Company to
advance  litigation  expenses in the case of stockholder  derivative  actions
or other actions against an undertaking by the officer or director to repay
such advances if it is ultimately determined that the  director  or officer is
not  entitled to  indemnification.  The Bylaws further provide that rights
conferred under such Bylaws will not be deemed to be exclusive  of any
Certificate  of  Incorporation,  Bylaw,  agreement,  vote  of stockholders,
disinterested directors or otherwise.

                  In addition,  the Company's Certificate provides that
pursuant to Delaware  law, its  directors  shall not be liable for  monetary
damages for breach of the directors' fiduciary duty of care to Company and its
stockholders.  This  provision in the  Certificate  does not eliminate the
duty of care, and in appropriate circumstances,  equitable remedies such as
injunctive or other forms of  non-monetary  relief will remain  available
under Delaware law. In addition, each  director  will  continue  to be
subject  to  liability  for breach of the director's  duty of loyalty to the
Company,  for acts or  omissions  not in good faith or involving  intentional
misconduct  for knowing  violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends  or approval of
stock  repurchases  or  redemptions  that are unlawful under   Delaware  law.
The   provision   also  does  not  affect  a  director's responsibilities
under any other law,  such as the federal  securities  laws or state  or
federal  environmental  laws.  The  Company  has  also  entered  into
indemnification agreements with certain of its officers indemnifying them to
the fullest extent permitted by the foregoing.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable

Item 8.  EXHIBITS

Exhibit No.

         4.1      The Company's Amended Certificate of Incorporation, as
                  further amended (incorporated herein by reference to the
                  Company's Registration Statement on Form S-1 (Registration
                  No.  33-50730), Exhibit 3.1).

         4.2      The Company's Bylaws (incorporated herein by reference to
                  the Company's Registration Statement on Form S-1
                  (Registration No. 33-42671), Exhibit 3.3).
4

         5        Opinion of Lawrence D. Imber, Esq. as to the validity of the
                  shares to be issued.

         23.1     Consent of Arthur Andersen LLP.

         23.2     Consent of Lawrence D. Imber (contained in Exhibit 5).

         24       Powers of Attorney (reference is made to the signature page
                  herein).

Item 9.  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                   (a) To file,  during any period in which  offers or sales
are being made, a post-effective amendment to the 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)(i)  and  (a)(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 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 undersigned  registrant  hereby undertakes that, for purposes
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 is incorporated by reference in the Registration  Statement
shall be deemed to be a new registration  statement  relating to the
securities offered therein, and the offering
5

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,  officers and controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the Company 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
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 Securities  Act and will be governed by the final
adjudication of such issue.
6

                                 SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act,  the
Company 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 San Francisco, State of California,
on the 1st day of July, 1996.

                                            SUPERCUTS, INC.

                                            By: /s/ Steve Price
                                                Steve Price
                                                Chief Executive Officer
7

         Each of the  undersigned  officers and directors of the Company
hereby severally constitutes and appoints Steve Price, Daniel M. Lechin and
Lawrence D.  Imber,  and each of  them,  as the true  and  lawful
attorneys-in-fact  for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including  post-effective amendments),  and to file the same with
exhibits  thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact, and each of them,  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 each of them, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this
Registration Statement has been signed by the following  persons in the
capacities and on the dates indicated.
Signature                                            Title                                 Date
       ---------                                            -----                                 ----
/s/ Steve Price                            Chief Executive Officer and Director (Principal     July 1, 1996
Steve Price                                Executive Officer)

/s/ John R. Conlisk Jr.                    Senior Vice President and Chief Financial Officer   July 1, 1996
John R. Conlisk, Jr.                       (Principal Financial Officer and Principal
                                           Accounting Officer)

/s/ Thomas L. Gregory                      Chairman of the Board of Directors                  July 1, 1996
Thomas L. Gregory

/s/ Edward E. Faber                        Director                                            July 1, 1996
Edward E. Faber

_________________________                  Director                                            July __, 1996
Paul W. Geraldson

/s/ Daniel J. Good                         Director                                            July 1, 1996
Daniel J. Good

/s/ Agnieszka Winkler                      Director                                            July 1, 1996
Agnieszka Winkler
INDEX TO EXHIBITS

Exhibit No.                      Description of Exhibit
- -----------                      ----------------------
5                                Opinion of Lawrence D. Imber, Esq. as to the
                                 validity of the shares to be issued.

23.1                             Consent of Arthur Andersen LLP.

23.2                             Consent of Lawrence D. Imber, Esq. (contained
                                 in Exhibit 5).