content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 2, 1995
  
                                                     Registration No. 33-_______
  
  ================================================================================
  
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                               ___________________
  
                                     FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                               ___________________
  
  
                             HOUGHTON MIFFLIN COMPANY
          ----------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
       Massachusetts                                             04-1456030
  - ---------------------------------                         ---------------------
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
  
  
          222 Berkeley Street, Boston, Massachusetts 02116, 617-351-5000
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)
  
                               ___________________
  
  
                             HOUGHTON MIFFLIN COMPANY
                           1995 STOCK COMPENSATION PLAN
                               (Full Title of Plan)
  
                               PAUL D. WEAVER, ESQ.
                    Senior Vice President and General Counsel
                               222 Berkeley Street
                           Boston, Massachusetts 02116
                                   617-351-5000
            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)
  
  
                               ___________________
  <PAGE>   2
  
  <TABLE>
  
                          Calculation of Registration Fee
  - --------------------------------------------------------------------------------------------
  <CAPTION>
                                                   Proposed         Proposed
                                                   maximum          maximum
                                 Amount            offering         aggregate      Amount of
   Title of securities           to be               price          offering      registration
    to be registered          registered (1)       per share         price            fee
  - ---------------------       --------------       ---------       -----------    ------------
  <S>                             <C>              <C>             <C>             <C>
  Common Stock, par
  value $1.00 per share           900,000          $46.50(2)       $41,850,000     $14,429.88
  
  
  - --------------------------------------------------------------------------------------------
  <FN>
  (1) Plus such additional number of shares as may be required pursuant
      to the plan in the event of a stock dividend, stock split,
      recapitalization or other similar event.
  
  (2) This estimate is made pursuant to Rule 457(c) and (h) under the
      Securities Act solely for the purpose of determining the amount of
      the registration fee and is based upon the market value of
      outstanding shares of Houghton Mifflin Company Common Stock on April
      27, 1995, utilizing the average of the high and low sale prices
      reported on the New York Stock Exchange on that date.
  
  
  - --------------------------------------------------------------------------------------------
  </TABLE>
                                        -2-
  
  
  <PAGE>   3
                                      Part II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
        Item 3.    Incorporation of Documents by Reference.
                   ----------------------------------------
  
                The following documents are incorporated by reference in this
        registration statement:
  
                (a)     The latest annual report on Form 10-K of Houghton Mifflin
                        Company (the "Company" or the "registrant") filed with
                        the Securities and Exchange Commission pursuant to
                        Section 13(a) or 15(d) of the Securities Exchange Act of
                        1934, as amended (the "Exchange Act");
  
                (b)     All other reports filed pursuant to Section 13(a) or
                        15(d) of the Exchange Act since the end of the fiscal
                        year covered by the registrant document referred to in
                        (a) above; and
  
                (c)     The description of the registrant's Common Stock
                        contained in its registration statement under the
                        Exchange Act and any amendments or reports filed for the
                        purpose of updating such description.
  
                In addition, all documents subsequently filed by the registrant
        pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
        prior to the filing of a post-effective amendment which indicates that
        all securities offered have been sold or which deregisters all securities
        then remaining unsold, shall be deemed to be incorporated by reference in
        this registration statement and be a part hereof from the date of filing
        of such documents.
  
        Item 4.          Description of Securities.
                         --------------------------
  
             Not Applicable.
  
        Item 5.          Interests of Named Experts and Counsel.
                         ---------------------------------------
  
             Not Applicable.
  
        Item 6.          Indemnification of Directors and Officers.
                         ------------------------------------------
  
                As permitted by Massachusetts law, the Restated Articles of
        Organization of the Company contain indemnification provisions to the
        effect that, subject to certain standards, directors and officers may be
        indemnified by the Company for all liabilities incurred by them in
        connection with any proceeding in which they are involved as a result of
        serving or having served as a director or officer of the Company or, at
        the request of the Company, as a director or officer of any other
        organization or in any capacity with respect to any employee benefit
        plan.
  
                As permitted by Massachusetts law, the Restated Articles of
        Organization of the Company provide that a director of the Company will
        not be personally liable to the Company or its stockholders for monetary
        damages arising out of the director's breach of his or her fiduciary
        duty, except to the extent that the Massachusetts Business Corporation
        Law ("MBCL") does not permit exception from such liability. Currently,
        the MBCL provides that a director remains potentially liable for monetary
        damages for (i) any breach of the director's duty of loyalty to the
        Company or its stockholders; (ii) any acts or omissions not in good faith
        or involving intentional misconduct or a knowing violation of law; (iii)
        any improper payment of a dividend, improper repurchase of the Company's
        stock, or certain loans to directors and officers of the Company in
        violation of Sections 61 or 62 of MBCL; or (iv) any transaction from
        which a director derives an improper benefit.
  
  
  <PAGE>   4
                As also permitted by Massachusetts law, the Company has purchased
        directors' and officers' liability insurance, which insures against
        certain liabilities incurred in connection with the performance of their
        duties.
  
        Item 7.          Exemption from Registration Claimed.
                         ------------------------------------
  
             Not Applicable.
  
        Item 8.          Exhibits.
                         ---------
  
               The exhibits listed in the accompanying index to exhibits are
        filed as part of this Registration Statement.
  
        Item 9.          Undertakings.
                         -------------
  
             (a)    The undersigned registrant hereby undertakes:
  
                    (1)     To file, during any period in which offers or
                            sales are being made, a post-effective
                            amendment to this registration statement;
  
                            (i)   To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;
  
                            (ii)  To reflect in the prospectus any facts or
                            events arising after the effective date of the
                            registration statement (or the most recent
                            post-effective amendment thereof) which,
                            individually or in the aggregate, represent a
                            fundamental change in the information set forth in the
                            registration statement; and
  
                            (iii) To include any material information with respect
                            to the plan of distribution not previously disclosed
                            in the registration statement or any material
                            change to such information in the registration
                            statement;
  
        PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
        apply if the registration statement is on Form S-3 or Form S-8 and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the registrant
        pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
        1934 that are incorporated by reference in the registration statement.
  
                    (2)     That, for the purpose of determining any
                            liability under the Securities Act of 1933, each
                            such post-effective amendment shall be deemed to
                            be a new registration statement relating to the
                            securities offered therein, and the offering of
                            such securities at that time shall be deemed to
                            be the initial BONA FIDE offering thereof.
                    
                    (3)     To remove from registration by means of a
                            post-effective amendment any of the securities
                            being registered which remain unsold at the
                            termination of the offering.
                    
             (b)     The undersigned registrant hereby undertakes that, for
                     purposes of determining any liability under the
                     Securities Act of 1933, each filing of the registrant's
                     annual report pursuant to Section 13(a) or Section 15(d)
                     of the Securities Exchange Act of
             
  
  <PAGE>   5
                     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.
  
             (c)     Insofar as indemnification for liabilities arising under the
                     Securities Act of 1933 may be permitted to directors,
                     officers and controlling persons of the registrant pursuant
                     to the foregoing provisions, or otherwise, the registrant
                     has been advised that in the opinion of the Securities and
                     Exchange Commission such indemnification is against public
                     policy as expressed in the Act and is, therefore,
                     unenforceable. In the event that a claim for indemnification
                     against such liabilities (other than the payment by the
                     registrant of expenses incurred or paid by a director,
                     officer or controlling person of the registrant in the
                     successful defense of any action, suit or proceeding) is
                     asserted by such director, officer or controlling person in
                     connection with the securities being registered, the
                     registrant will, unless in the opinion of its counsel the
                     matter has been settled by controlling precedent, submit to
                     a court of appropriate jurisdiction the question whether
                     such indemnification by it is against public policy as
                     expressed in the Act and will be governed by the final
                     adjudication of such issue.
  
             (d)     The undersigned registrant hereby undertakes to deliver or
                     cause to be delivered with the prospectus, to each person to
                     whom the prospectus is sent or given, the latest annual
                     report to security holders that is incorporated by reference
                     in the prospectus and furnished pursuant to and meeting the
                     requirements of Rule 14a-3 or Rule 14c-3 under the
                     Securities Exchange Act of 1934; and, where interim
                     financial information required to be presented by Article 3
                     of Regulation S-X is not set forth in the prospectus, to
                     deliver, or cause to be delivered to each person to whom the
                     prospectus is sent or given, the latest quarterly report
                     that is specifically incorporated by reference in the
                     prospectus to provide such interim financial information.
  
  
  <PAGE>   6
                                    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 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 Boston, Commonwealth of Massachusetts, on
  May 2, 1995.
  
                                           HOUGHTON MIFFLIN COMPANY
  
                                           By: Nader F. Darehshori
                                               -----------------------------
                                               Nader F. Darehshori, Chairman
                                               of the Board, President and
                                               Chief Executive Officer
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                                TITLE                             DATE
  - ---------                                                -----                             ----
  <S>                                                     <C>                             <C>
  Principal Executive Officer:                      
                                                           Chairman of the
                                                           Board, President,
                                                           Chief Executive
  Nader F. Darehshori                                      Officer and Director            May 2, 1995
  - -----------------------------------------          
  Nader F. Darehshori                                
                                                           
  Principal Financial and Accounting                 
  Officer:                                           
                                                           
                                                           Vice President, Corporate
  Michael J. Lindgren                                      Controller and Treasurer        May 2, 1995
  - -----------------------------------------          
  Michael J. Lindgren                                
                                                           
  Joseph A. Baute*                                         Director                        May 2, 1995
  - -----------------------------------------                
  Joseph A. Baute                                          
  </TABLE>
  
  <PAGE>   7
  <TABLE>
  <CAPTION>
  SIGNATURE                                          TITLE                             DATE
  - ---------                                          -----                             ----
  <S>                                                <C>                             <C>
  Gail Deegan*                                       Director                        May 2, 1995
  - -----------------------------------------          
  Gail Deegan                                        
                                                     
  James O. Freedman*                                 Director                        May 2, 1995
  - -----------------------------------------          
  James O. Freedman                                  
                                                     
  Mary H. Lindsay*                                   Director                        May 2, 1995
  - -----------------------------------------          
  Mary H. Lindsay                                    
                                                     
  Charles R. Longsworth*                             Director                        May 2, 1995
  - -----------------------------------------          
  Charles R. Longsworth                              
                                                     
  John F. Magee*                                     Director                        May 2, 1995
  - -----------------------------------------          
  John F. Magee                                      
                                                     
  Claudine B. Malone*                                Director                        May 2, 1995
  - -----------------------------------------          
  Claudine B. Malone                                 
                                                     
  Alfred L. McDougal*                                Director                        May 2, 1995
  - -----------------------------------------          
  Alfred L. McDougal                                 
                                                     
  George Putnam *                                    Director                        May 2, 1995
  - -----------------------------------------          
  George Putnam                                      
                                                     
  Ralph Z. Sorenson*                                 Director                        May 2, 1995
  - -----------------------------------------          
  Ralph Z. Sorenson                                  
                                                     
  DeRoy C. Thomas*                                   Director                        May 2, 1995
  - -----------------------------------------          
  DeRoy C. Thomas                                    
                                                     
  *By:  Paul D. Weaver                               
      -------------------------------------
        Paul D. Weaver, Attorney-in-fact             
  </TABLE>                                           
  
  
  <PAGE>   8
  <TABLE>
                                   EXHIBIT INDEX
  
  <CAPTION>
  Exhibit No.                                 Description
  <S>                       <C>
   4.1                      Registrant's Restated Articles of Organization, as
                            amended to date (incorporated by reference to Exhibits
                            4.1 and 4.2 to Registration Statement No. 33-14850 and
                            Exhibit 1 to Form 8-K dated December 16, 1988)
  
   4.2                      Registrant's By-laws, as amended to date (incorporated
                            by reference to Exhibit 3 of the registrant's Annual Report
                            on Form 10-K for the year ended December 31, 1990)
  
   4.3                      Rights Agreement between the registrant and the First
                            National Bank of Boston, as Rights Agent (incorporated
                            by reference to Exhibit 1 to Form 8-K dated December 16,
                            1988)
  
     5                      Opinion of Goodwin, Procter & Hoar
  
  23.1                      Consent of Ernst & Young LLP
  
  23.2                      Consent of Goodwin, Procter & Hoar
                            (included in Exhibit 5 of this registration statement
  
    24                      Power of Attorney
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR HOUGHTON MIFFLIN COMPANY", "secsgml_size_bytes": 20929}]
metadata_filer: {"company-data": {"conformed-name": "HOUGHTON MIFFLIN CO", "cik": "0000048638", "assigned-sic": "2731", "irs-number": "041456030", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59015", "film-number": "95533780"}, "business-address": {"street1": "222 BERKELEY ST", "city": "BOSTON", "state": "MA", "zip": "02116-3764", "phone": "6173515000"}, "mail-address": {"street1": "222 BERKELEY ST", "city": "BOSTON", "state": "MA", "zip": "02116-3764"}, "former-company": {"former-conformed-name": "HOUGHTON MIFFLIN & CO", "date-changed": "19670402"}}
text: 1
        As filed with the Securities and Exchange Commission on May 2, 1995
  
                                                     Registration No. 33-_______
  
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                               ___________________
  
                                     FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               ___________________
  
                             HOUGHTON MIFFLIN COMPANY
          ----------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
       Massachusetts                                             04-1456030
  - ---------------------------------                         ---------------------
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
          222 Berkeley Street, Boston, Massachusetts 02116, 617-351-5000
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)
  
                               ___________________
  
                             HOUGHTON MIFFLIN COMPANY
                           1995 STOCK COMPENSATION PLAN
                               (Full Title of Plan)
  
                               PAUL D. WEAVER, ESQ.
                    Senior Vice President and General Counsel
                               222 Berkeley Street
                           Boston, Massachusetts 02116
                                   617-351-5000
            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)
  
                               ___________________
  2
  
                          Calculation of Registration Fee
  - --------------------------------------------------------------------------------------------
  Proposed         Proposed
                                                   maximum          maximum
                                 Amount            offering         aggregate      Amount of
   Title of securities           to be               price          offering      registration
    to be registered          registered (1)       per share         price            fee
  - ---------------------       --------------       ---------       -----------    ------------
  Common Stock, par
  value $1.00 per share           900,000          $46.50(2)       $41,850,000     $14,429.88
  
  - --------------------------------------------------------------------------------------------
  (1) Plus such additional number of shares as may be required pursuant
      to the plan in the event of a stock dividend, stock split,
      recapitalization or other similar event.
  
  (2) This estimate is made pursuant to Rule 457(c) and (h) under the
      Securities Act solely for the purpose of determining the amount of
      the registration fee and is based upon the market value of
      outstanding shares of Houghton Mifflin Company Common Stock on April
      27, 1995, utilizing the average of the high and low sale prices
      reported on the New York Stock Exchange on that date.
  
  - --------------------------------------------------------------------------------------------
  -2-
  3
                                      Part II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
        Item 3.    Incorporation of Documents by Reference.
                   ----------------------------------------
  
                The following documents are incorporated by reference in this
        registration statement:
  
                (a)     The latest annual report on Form 10-K of Houghton Mifflin
                        Company (the "Company" or the "registrant") filed with
                        the Securities and Exchange Commission pursuant to
                        Section 13(a) or 15(d) of the Securities Exchange Act of
                        1934, as amended (the "Exchange Act");
  
                (b)     All other reports filed pursuant to Section 13(a) or
                        15(d) of the Exchange Act since the end of the fiscal
                        year covered by the registrant document referred to in
                        (a) above; and
  
                (c)     The description of the registrant's Common Stock
                        contained in its registration statement under the
                        Exchange Act and any amendments or reports filed for the
                        purpose of updating such description.
  
                In addition, all documents subsequently filed by the registrant
        pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
        prior to the filing of a post-effective amendment which indicates that
        all securities offered have been sold or which deregisters all securities
        then remaining unsold, shall be deemed to be incorporated by reference in
        this registration statement and be a part hereof from the date of filing
        of such documents.
  
        Item 4.          Description of Securities.
                         --------------------------
  
             Not Applicable.
  
        Item 5.          Interests of Named Experts and Counsel.
                         ---------------------------------------
  
             Not Applicable.
  
        Item 6.          Indemnification of Directors and Officers.
                         ------------------------------------------
  
                As permitted by Massachusetts law, the Restated Articles of
        Organization of the Company contain indemnification provisions to the
        effect that, subject to certain standards, directors and officers may be
        indemnified by the Company for all liabilities incurred by them in
        connection with any proceeding in which they are involved as a result of
        serving or having served as a director or officer of the Company or, at
        the request of the Company, as a director or officer of any other
        organization or in any capacity with respect to any employee benefit
        plan.
  
                As permitted by Massachusetts law, the Restated Articles of
        Organization of the Company provide that a director of the Company will
        not be personally liable to the Company or its stockholders for monetary
        damages arising out of the director's breach of his or her fiduciary
        duty, except to the extent that the Massachusetts Business Corporation
        Law ("MBCL") does not permit exception from such liability. Currently,
        the MBCL provides that a director remains potentially liable for monetary
        damages for (i) any breach of the director's duty of loyalty to the
        Company or its stockholders; (ii) any acts or omissions not in good faith
        or involving intentional misconduct or a knowing violation of law; (iii)
        any improper payment of a dividend, improper repurchase of the Company's
        stock, or certain loans to directors and officers of the Company in
        violation of Sections 61 or 62 of MBCL; or (iv) any transaction from
        which a director derives an improper benefit.
  4
                As also permitted by Massachusetts law, the Company has purchased
        directors' and officers' liability insurance, which insures against
        certain liabilities incurred in connection with the performance of their
        duties.
  
        Item 7.          Exemption from Registration Claimed.
                         ------------------------------------
  
             Not Applicable.
  
        Item 8.          Exhibits.
                         ---------
  
               The exhibits listed in the accompanying index to exhibits are
        filed as part of this Registration Statement.
  
        Item 9.          Undertakings.
                         -------------
  
             (a)    The undersigned registrant hereby undertakes:
  
                    (1)     To file, during any period in which offers or
                            sales are being made, a post-effective
                            amendment to this registration statement;
  
                            (i)   To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;
  
                            (ii)  To reflect in the prospectus any facts or
                            events arising after the effective date of the
                            registration statement (or the most recent
                            post-effective amendment thereof) which,
                            individually or in the aggregate, represent a
                            fundamental change in the information set forth in the
                            registration statement; and
  
                            (iii) To include any material information with respect
                            to the plan of distribution not previously disclosed
                            in the registration statement or any material
                            change to such information in the registration
                            statement;
  
        PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
        apply if the registration statement is on Form S-3 or Form S-8 and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the registrant
        pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
        1934 that are incorporated by reference in the registration statement.
  
                    (2)     That, for the purpose of determining any
                            liability under the Securities Act of 1933, each
                            such post-effective amendment shall be deemed to
                            be a new registration statement relating to the
                            securities offered therein, and the offering of
                            such securities at that time shall be deemed to
                            be the initial BONA FIDE offering thereof.
                    
                    (3)     To remove from registration by means of a
                            post-effective amendment any of the securities
                            being registered which remain unsold at the
                            termination of the offering.
                    
             (b)     The undersigned registrant hereby undertakes that, for
                     purposes of determining any liability under the
                     Securities Act of 1933, each filing of the registrant's
                     annual report pursuant to Section 13(a) or Section 15(d)
                     of the Securities Exchange Act of
  5
                     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.
  
             (c)     Insofar as indemnification for liabilities arising under the
                     Securities Act of 1933 may be permitted to directors,
                     officers and controlling persons of the registrant pursuant
                     to the foregoing provisions, or otherwise, the registrant
                     has been advised that in the opinion of the Securities and
                     Exchange Commission such indemnification is against public
                     policy as expressed in the Act and is, therefore,
                     unenforceable. In the event that a claim for indemnification
                     against such liabilities (other than the payment by the
                     registrant of expenses incurred or paid by a director,
                     officer or controlling person of the registrant in the
                     successful defense of any action, suit or proceeding) is
                     asserted by such director, officer or controlling person in
                     connection with the securities being registered, the
                     registrant will, unless in the opinion of its counsel the
                     matter has been settled by controlling precedent, submit to
                     a court of appropriate jurisdiction the question whether
                     such indemnification by it is against public policy as
                     expressed in the Act and will be governed by the final
                     adjudication of such issue.
  
             (d)     The undersigned registrant hereby undertakes to deliver or
                     cause to be delivered with the prospectus, to each person to
                     whom the prospectus is sent or given, the latest annual
                     report to security holders that is incorporated by reference
                     in the prospectus and furnished pursuant to and meeting the
                     requirements of Rule 14a-3 or Rule 14c-3 under the
                     Securities Exchange Act of 1934; and, where interim
                     financial information required to be presented by Article 3
                     of Regulation S-X is not set forth in the prospectus, to
                     deliver, or cause to be delivered to each person to whom the
                     prospectus is sent or given, the latest quarterly report
                     that is specifically incorporated by reference in the
                     prospectus to provide such interim financial information.
  6
                                    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 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 Boston, Commonwealth of Massachusetts, on
  May 2, 1995.
  
                                           HOUGHTON MIFFLIN COMPANY
  
                                           By: Nader F. Darehshori
                                               -----------------------------
                                               Nader F. Darehshori, Chairman
                                               of the Board, President and
                                               Chief Executive Officer
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                                TITLE                             DATE
  - ---------                                                -----                             ----
  Principal Executive Officer:                      
                                                           Chairman of the
                                                           Board, President,
                                                           Chief Executive
  Nader F. Darehshori                                      Officer and Director            May 2, 1995
  - -----------------------------------------          
  Nader F. Darehshori                                
                                                           
  Principal Financial and Accounting                 
  Officer:                                           
                                                           
                                                           Vice President, Corporate
  Michael J. Lindgren                                      Controller and Treasurer        May 2, 1995
  - -----------------------------------------          
  Michael J. Lindgren                                
                                                           
  Joseph A. Baute*                                         Director                        May 2, 1995
  - -----------------------------------------                
  Joseph A. Baute
  7
  SIGNATURE                                          TITLE                             DATE
  - ---------                                          -----                             ----
  Gail Deegan*                                       Director                        May 2, 1995
  - -----------------------------------------          
  Gail Deegan                                        
                                                     
  James O. Freedman*                                 Director                        May 2, 1995
  - -----------------------------------------          
  James O. Freedman                                  
                                                     
  Mary H. Lindsay*                                   Director                        May 2, 1995
  - -----------------------------------------          
  Mary H. Lindsay                                    
                                                     
  Charles R. Longsworth*                             Director                        May 2, 1995
  - -----------------------------------------          
  Charles R. Longsworth                              
                                                     
  John F. Magee*                                     Director                        May 2, 1995
  - -----------------------------------------          
  John F. Magee                                      
                                                     
  Claudine B. Malone*                                Director                        May 2, 1995
  - -----------------------------------------          
  Claudine B. Malone                                 
                                                     
  Alfred L. McDougal*                                Director                        May 2, 1995
  - -----------------------------------------          
  Alfred L. McDougal                                 
                                                     
  George Putnam *                                    Director                        May 2, 1995
  - -----------------------------------------          
  George Putnam                                      
                                                     
  Ralph Z. Sorenson*                                 Director                        May 2, 1995
  - -----------------------------------------          
  Ralph Z. Sorenson                                  
                                                     
  DeRoy C. Thomas*                                   Director                        May 2, 1995
  - -----------------------------------------          
  DeRoy C. Thomas                                    
                                                     
  *By:  Paul D. Weaver                               
      -------------------------------------
        Paul D. Weaver, Attorney-in-fact
  8
  
                                   EXHIBIT INDEX
  Exhibit No.                                 Description
  4.1                      Registrant's Restated Articles of Organization, as
                            amended to date (incorporated by reference to Exhibits
                            4.1 and 4.2 to Registration Statement No. 33-14850 and
                            Exhibit 1 to Form 8-K dated December 16, 1988)
  
   4.2                      Registrant's By-laws, as amended to date (incorporated
                            by reference to Exhibit 3 of the registrant's Annual Report
                            on Form 10-K for the year ended December 31, 1990)
  
   4.3                      Rights Agreement between the registrant and the First
                            National Bank of Boston, as Rights Agent (incorporated
                            by reference to Exhibit 1 to Form 8-K dated December 16,
                            1988)
  
     5                      Opinion of Goodwin, Procter & Hoar
  
  23.1                      Consent of Ernst & Young LLP
  
  23.2                      Consent of Goodwin, Procter & Hoar
                            (included in Exhibit 5 of this registration statement
  
    24                      Power of Attorney