As filed with the Securities and Exchange Commission on
January 24, 1996 REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________
Bell Atlantic Corporation
(Exact name of registrant as specified in its charter)
Delaware 4811 23-2259884
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
Number) organization) Code Number)
______________________
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 963-6000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Bell Atlantic 1985 Incentive Stock Option Plan
Ellen C. Wolf, Vice President-Treasurer
Bell Atlantic Corporation
1717 Arch Street, 47th Floor
Philadelphia, Pennsylvania 19103
(215) 963-6800
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_______________________
Please send copies of all communications to:
P. Alan Bulliner
Vice President, Corporate Secretary and Counsel
Bell Atlantic Corporation
1717 Arch Street, 32nd Floor
Philadelphia, Pennsylvania 19103
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Proposed Proposed
Amount maximum aggregate Amount of
Title of each class of securities to be offering price maximum registration
to be registered registered per unit offering price fee
- --------------------------------------------------------------------------------
Common Stock, par value 6,000,000 $68.25 $409,500,000* $141,207
$1.00 per share shares
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* Estimated solely for the purpose of determining the registration fee, required
by Section 6(b) of the Securities Act of 1933, as amended (the "Securities
Act"), and calculated pursuant to Rule 457(h) under the Securities Act.
_______________________
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with General Instruction E of Form S-8, the contents
of the Company's earlier Registration Statement on Form S-8
Registration No. 2-97821 are incorporated herein by reference and
the following information is also provided.
ITEM 5. INDEPENDENT ACCOUNTANTS AND COUNSEL.
The consolidated financial statements and financial statement
schedule of Bell Atlantic Corporation and subsidiaries included in
Bell Atlantic's 1994 Annual Report on Form 10-K have been audited
by Coopers & Lybrand L.L.P., independent accountants, whose report
is incorporated herein by reference. These financial statements
and financial statement schedule are incorporated herein in
reliance upon the report, which includes an explanatory paragraph
stating that the Company discontinued accounting for the operations
of its telephone subsidiaries in accordance with Statement of
Financial Accounting Standards No. 71, Accounting for the Effects
of Certain Types of Regulation, effective August 1, 1994, and
changed its method of accounting for income taxes and
postemployment benefits in 1993, of Coopers & Lybrand L.L.P. given
upon their authority as experts in accounting and auditing.
Ms. Kathleen M. Gibson, Securities Counsel of the Company has
passed upon the legality of the securities being offered pursuant
to the Plan. As of January 1, 1996, Ms. Gibson owned beneficially
and had options to acquire 7,752 shares of Common Stock of Bell
Atlantic.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides
for the indemnification of directors and officers under certain
circumstances. Generally such persons must have acted in good
faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any
criminal action or proceeding, such person must also have had no
reasonable cause to believe his conduct was unlawful. In any
proceeding by or in the right of the corporation, no such
indemnification may be made if such person shall have been adjudged
to have been liable to the corporation, unless, and only to the
extent, the court in which the proceeding was brought, or the
Delaware Court of Chancery, orders such indemnification. When the
director or officer successfully defends any such civil or criminal
proceeding, indemnification is required. The Company's By-Laws
provide for indemnification of officers and directors in accordance
with the Delaware General Corporation Law.
The Certificate of Incorporation of the Company also limits the
personal liability of directors to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director to the fullest extent permitted by the Delaware General
Corporation Law.
ITEM 8. EXHIBITS
Exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto.
EXHIBIT
NUMBER
- -------
5 Opinion of Counsel as to the legality of the securities
registered.
23a Consent of Coopers & Lybrand L.L.P.
23b Consent of Counsel is contained in the opinion of counsel
filed as Exhibit 5.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions referred to in Item 15 (other than the insurance
policies referred to therein), or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 against the registrant 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 of 1933 and will be
governed by the final adjudication of such issue.
<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 OR AMENDMENT THERETO TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED,
IN THE CITY OF PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA, ON THE
22nd DAY OF JANUARY, 1996.
BELL ATLANTIC CORPORATION
By:
/s/ William O. Albertini
(William O. Albertini,
Executive Vice President and
Chief Financial Officer)
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 DATE
INDICATED.
)
PRINCIPAL EXECUTIVE OFFICER: )
Raymond W. Smith, Chairman and Chief )
Executive Officer )
)
)
)
PRINCIPAL FINANCIAL OFFICER: )
William O. Albertini, Executive Vice President )
and Chief Financial )
Officer )
)
)
PRINCIPAL ACCOUNTING OFFICER: )
Doreen A. Toben,
Vice President -Finance )
and Controller )
)
By:
DIRECTORS: )
)
William W. Adams )
William O. Albertini )
Larry T. Babbio, Jr. )
Thomas E. Bolger ) (William O. Albertini,
Frank C. Carlucci ) individually and as
William G. Copeland ) attorney-in-fact)
James G. Cullen )
James H. Gilliam, Jr. )
Thomas H. Kean )
John C. Marous, Jr. ) /s/ William O. Albertini
John F. Maypole )
Joseph Neubauer )
Thomas H. O'Brien )
Rozanne L. Ridgway )
Raymond W. Smith )
Shirley Young )
)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE TRUSTEE (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT
PLAN), HAVE DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF PHILADELPHIA ON THE 22nd OF JANUARY, 1996.
By: /s/ Graham Ragland
EXHIBIT 5
January 22, 1996
Bell Atlantic Corporation
1717 Arch Street
Philadelphia, PA 19103
Dear Sirs:
Reference is made to a registration statement (the " Registration
Statement" ) which Bell Atlantic Corporation (the "Company") is filing with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to shares of the Company's Common stock, par
value $1.00 per share, (the "Shares") which may be sold under the
Incentive Stock Option Plan (the "Plan" ).
I have reviewed the Registration Statement, the Company s
certificate of incorporation and by-laws, resolutions of its Board
of Directors and such other documents and corporate records as
deemed appropriate for the purpose of giving this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated,
validly existing and in good standing under the
laws of the State of Delaware.
2. The Shares have been duly authorized and, upon
sale in accordance with the Plan and the
resolutions of the Board of Directors of the
Company relating to the adoption of the Plan and
the offering and sale of shares thereunder, will
be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Registration Statement and to being named under the heading
Independent Accountants and Counsel in the Registration Statement.
Sincerely,
Kathleen M. Gibson
EXHIBIT 23.A
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our reports, which include an explanatory
paragraph stating that the Company discontinued accounting for the
operations of its telephone subsidiaries in accordance with
Statement of Financial Accounting Standards No. 71, "Accounting for
the Effect of Certain Types of Regulation," effective August 1,
1994, and changed its method of accounting for income taxes and
postemployment benefits in 1993, on our audits of the
consolidated financial statements and financial statement schedule
of the Company and its subsidiaries as of December 31, 1994 and
December 31, 1993, and for each of the three years in the period
ended December 31, 1994, which reports are incorporated by
reference or included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
We also consent to the reference to our Firm under the caption
"Independent Accountants".
/COOPERS & LYBRAND L.L.P./
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 23, 1995
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 16th day of January, 1996.
/s/ Doreen A. Toben
Doreen A. Toben
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22nd day of December, 1995.
/s/ William W. Adams
William W. Adams
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22nd day of December, 1995.
/s/ Thomas E. Bolger
Thomas E. Bolger
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 5th day of January, 1996.
/s/ Frank C. Carlucci
Frank C. Carlucci
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of December, 1995.
/s/ William G. Copeland
William G. Copeland
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22nd day of December, 1995.
/s/ James H. Gilliam, Jr.
James H. Gilliam, Jr.
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22nd day of December, 1995.
/s/ Thomas H. Kean
Thomas H. Kean
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of December, 1995.
/s/ John C. Marous, Jr.
John C. Marous, Jr.
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22nd day of December, 1995.
/s/ John F. Maypole
John F. Maypole
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of December, 1995.
/s/ Joseph Neubauer
Joseph Neubauer
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 22nd day of December, 1995.
/s/ Thomas H. O Brien
Thomas H. O'Brien
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 8th day of January, 1996.
/s/ Rozanne L. Ridgway
Rozanne L. Ridgway
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of December, 1995.
/s/ Shirley Young
Shirley Young
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini as attorney for the undersigned for the purpose of
executing and filing such registration statement and any amendment
or amendments or other necessary documents, hereby giving to said
attorney full authority to perform all acts necessary thereto as
fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 5th day of January, 1996.
/s/ Raymond W. Smith
Raymond W. Smith
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 5th day of January, 1996.
/s/ Lawrence T. Babbio, Jr.
Lawrence T. Babbio, Jr.
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company") proposes to file with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on
Form S-8 with respect to the Company's Incentive Stock Option Plan;
NOW, THEREFORE, the undersigned hereby appoints William O.
Albertini and Raymond W. Smith as attorney for the undersigned for
the purpose of executing and filing such registration statement and
any amendment or amendments or other necessary documents, hereby
giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 5th day of January, 1996.
/s/ James G. Cullen
