content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on November 27, 1996
                                                          Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 -------------------
  
                            DIGITAL EQUIPMENT CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
           Massachusetts                                    04-2226590
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or organization)
  
  
              111 Powdermill Road - MSO2, Maynard, Massachusetts 01754
                 (Address of principal executive offices) (Zip Code)
  
           Digital Equipment Corporation 1968 Employee Stock Purchase Plan
    Digital Equipment Corporation 1981 International Employee Stock Purchase Plan
                              (Full title of the plans)
  
                              -------------------------
  
  
                                    Gail S. Mann
                            Digital Equipment Corporation
                          111 Powdermill Road - MSO2-3/F13
                          Maynard, Massachusetts 01754-1499
                                   (508) 493-5111
  
               (Name, address including zip code and telephone number,
                     including area code, of agent for service)
  
                             --------------------------
  
  <PAGE>   2
  <TABLE>
                                             CALCULATION OF REGISTRATION FEE
  <CAPTION>
                                                             Proposed Maximum    Proposed Maximum
  Title of Securities to be Registered      Amount to be      Offering Price        Aggregate           Amount of
                                             Registered        Per Share(1)       Offering Price     Registration Fee
  <S>                                        <C>                  <C>              <C>                  <C>       
  Common Stock (Par Value $1.00)             5,000,000(2)         $34.125          $170,625,000         $51,704.55
  
  Common Stock (Par Value $1.00)             2,500,000(3)         $34.125          $ 85,312,500         $25,852.27
  
           TOTAL:                            7,500,000 shares     $34.125          $255,937,500         $77,556.82
                                                                                                        ==========
  <FN>
  
  (1)  The price of $34.125 per share, which is the average of the high and low prices reported on the New York Stock
       Exchange on November 21, 1996, is set forth solely for purposes of calculating the filing fee pursuant to Rule
       457(c).
  
  (2)  Represents shares of Common Stock to be issued under Registrant's 1968 Employee Stock Purchase Plan.
  
  (3)  Represents shares of Common Stock to be issued under Registrant's 1981 International Employee Stock Purchase
       Plan.
  </TABLE>
  
  <PAGE>   3
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  Item 1. Plan Information.
          ----------------
  
       The documents containing the information specified in this Item 1 will be
  sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Securities and Exchange Commission (the
  "Commission") and the instructions to Form S-8, such documents are not being
  filed with the Commission either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2. Registrant Information and Employee Plan Annual Information.
          -----------------------------------------------------------
  
       The documents containing the information specified in this Item 2 will be
  sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
          ---------------------------------------
  
       The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
  (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended June
       29, 1996(and the documents incorporated by reference therein);
  
  (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
       September 28, 1996; and
  
  (c)  The section entitled "Description of Common Stock" contained in the
       prospectus included in the Registrant's Registration Statement No.
       33-25280, and the section entitled "Information Regarding the
       Classification of the Board of Directors" contained in the Registrant's
       definitive Proxy Statement dated September 14, 1990.
  
  
       All documents subsequently filed with the Commission 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 herein have been sold or which
  
                                          2
  
  <PAGE>   4
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents.
  
  Item 4. Description of Securities.
          -------------------------
  
       Not applicable.
  
  Item 5. Interest of Named Experts and Counsel.
          -------------------------------------
  
       None.
  
  Item 6. Indemnification of Directors and Officers.
          -----------------------------------------
  
       Page II-1 of Registrant's Registration Statement No. 33-51987 is
  incorporated by reference herein.
  
  Item 7. Exemption From Registration Claimed.
          -----------------------------------
  
       Not applicable.
  
  Item 8. Exhibits
          --------
  
       The Exhibit Index immediately preceding the exhibits is incorporated by
  reference herein.
  
  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;
  
                 (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;
  
  
                                          3
  
  
  <PAGE>   5
  
  
  
                 PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission 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 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to 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.
  
       (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.
  
  
                                          4
  
  <PAGE>   6
  
  
                                  POWER OF ATTORNEY
  
       I, the undersigned director or officer of Digital Equipment Corporation, a
  Massachusetts corporation, do hereby severally constitute and appoint Robert B.
  Palmer, Gail S. Mann and Thomas C. Siekman, and each of them alone, to be true,
  sufficient and lawful attorneys for me, to sign for me and in my name in the
  capacity or capacities indicated below any and all post-effective amendments to
  this Registration Statement and all other documents relating thereto.
  
                                     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 this 14th
  day of November, 1996.
  
                                          DIGITAL EQUIPMENT CORPORATION
  
  
  
                                           By: /s/ Robert B. Palmer
                                              -----------------------------------
                                              Robert B. Palmer, 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 by the following persons in the
  capacities and on the dates indicated.
  
        SIGNATURE                      TITLE                          DATE
        ---------                      -----                          ----
  
  /s/ Robert B. Palmer         Chairman of the Board,            November 14, 1996
  -------------------------    President and Chief Executive     
  Robert B. Palmer             Officer (Principal Executive      
                               Officer) and Director             
  
  /s/ Vincent J. Mullarkey     Vice President, Finance and       November 14, 1996
  -------------------------    Chief Financial Officer (Chief    
  Vincent J. Mullarkey         Financial Officer)                
  
  /s/ Hans Larsen              Vice President, Controller and    November 14, 1996
  -------------------------    Chief Accounting Officer           
  Hans Larsen                  
  
                                          5
  
  <PAGE>   7
  
  
  
  /s/ Vernon R. Alden           Director                         November 14, 1996
  -------------------------
  Vernon R. Alden
  
  /s/ Colby H. Chandler         Director                         November 14, 1996
  -------------------------
  Colby H. Chandler
  
  /s/ Arnaud de Vitry           Director                         November 14, 1996
  -------------------------
  Arnaud de Vitry
  
  /s/ Frank P. Doyle            Director                         November 14, 1996
  -------------------------
  Frank P. Doyle
  
  /s/ Kathleen F. Feldstein     Director                         November 14, 1996
  -------------------------
  Kathleen F. Feldstein
  
  /s/ Thomas P. Gerrity         Director                         November 14, 1996
  -------------------------
  Thomas P. Gerrity
  
  /s/ Thomas L. Phillips        Director                         November 14, 1996
  -------------------------
  Thomas L. Phillips
  
  /s/ Delbert C. Staley         Director                         November 14, 1996
  -------------------------
  Delbert C. Staley
  
  
                                         6
  
  <PAGE>   8
  
  
                                  INDEX TO EXHIBITS
  
  
     Exhibit
     Number                             Exhibit
     ------                             -------
  
  Exhibit 4.1    Rights Agreement dated as of December 11, 1989 between the
                 Registrant and First Chicago Trust Company of New York, as Rights
                 Agent (filed under cover of Form SE as Exhibit 4.1 to the
                 Registrant's Current Report on Form 8-K dated December 12, 1989
                 and incorporated by reference herein).
  
  Exhibit 5      Opinion of Counsel
  
  Exhibit 23.1   Consent of Counsel (included in Exhibit 5)
  
  Exhibit 23.2   Consent of Coopers & Lybrand L.L.P.
  
  Exhibit 24     Power of Attorney (contained on page 5 of this Registration
                 Statement)
  
  Exhibit 99.1   1968 Employee Stock Purchase Plan
  
  Exhibit 99.2   1981 International Employee Stock Purchase Plan
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "DIGITAL EQUIPMENT CORPORATION", "secsgml_size_bytes": 15048}]
metadata_filer: {"company-data": {"conformed-name": "DIGITAL EQUIPMENT CORP", "cik": "0000028887", "assigned-sic": "3570", "irs-number": "042226590", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17049", "film-number": "96674072"}, "business-address": {"street1": "146 MAIN ST", "city": "MAYNARD", "state": "MA", "zip": "01754", "phone": "6178975111"}, "mail-address": {"street2": "111 POWDER MILL ROAD MS02-3/F13", "city": "MAYNARD", "state": "MA", "zip": "01754"}}
text: 1
  
      As filed with the Securities and Exchange Commission on November 27, 1996
                                                          Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 -------------------
  
                            DIGITAL EQUIPMENT CORPORATION
               (Exact name of registrant as specified in its charter)
  
           Massachusetts                                    04-2226590
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or organization)
  
              111 Powdermill Road - MSO2, Maynard, Massachusetts 01754
                 (Address of principal executive offices) (Zip Code)
  
           Digital Equipment Corporation 1968 Employee Stock Purchase Plan
    Digital Equipment Corporation 1981 International Employee Stock Purchase Plan
                              (Full title of the plans)
  
                              -------------------------
  
                                    Gail S. Mann
                            Digital Equipment Corporation
                          111 Powdermill Road - MSO2-3/F13
                          Maynard, Massachusetts 01754-1499
                                   (508) 493-5111
  
               (Name, address including zip code and telephone number,
                     including area code, of agent for service)
  
                             --------------------------
  2
  
                                             CALCULATION OF REGISTRATION FEE
  Proposed Maximum    Proposed Maximum
  Title of Securities to be Registered      Amount to be      Offering Price        Aggregate           Amount of
                                             Registered        Per Share(1)       Offering Price     Registration Fee
  Common Stock (Par Value $1.00)             5,000,000(2)         $34.125          $170,625,000         $51,704.55
  
  Common Stock (Par Value $1.00)             2,500,000(3)         $34.125          $ 85,312,500         $25,852.27
  
           TOTAL:                            7,500,000 shares     $34.125          $255,937,500         $77,556.82
                                                                                                        ==========
  (1)  The price of $34.125 per share, which is the average of the high and low prices reported on the New York Stock
       Exchange on November 21, 1996, is set forth solely for purposes of calculating the filing fee pursuant to Rule
       457(c).
  
  (2)  Represents shares of Common Stock to be issued under Registrant's 1968 Employee Stock Purchase Plan.
  
  (3)  Represents shares of Common Stock to be issued under Registrant's 1981 International Employee Stock Purchase
       Plan.
  3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1. Plan Information.
          ----------------
  
       The documents containing the information specified in this Item 1 will be
  sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Securities and Exchange Commission (the
  "Commission") and the instructions to Form S-8, such documents are not being
  filed with the Commission either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2. Registrant Information and Employee Plan Annual Information.
          -----------------------------------------------------------
  
       The documents containing the information specified in this Item 2 will be
  sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
          ---------------------------------------
  
       The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
  (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended June
       29, 1996(and the documents incorporated by reference therein);
  
  (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
       September 28, 1996; and
  
  (c)  The section entitled "Description of Common Stock" contained in the
       prospectus included in the Registrant's Registration Statement No.
       33-25280, and the section entitled "Information Regarding the
       Classification of the Board of Directors" contained in the Registrant's
       definitive Proxy Statement dated September 14, 1990.
  
       All documents subsequently filed with the Commission 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 herein have been sold or which
  
                                          2
  4
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents.
  
  Item 4. Description of Securities.
          -------------------------
  
       Not applicable.
  
  Item 5. Interest of Named Experts and Counsel.
          -------------------------------------
  
       None.
  
  Item 6. Indemnification of Directors and Officers.
          -----------------------------------------
  
       Page II-1 of Registrant's Registration Statement No. 33-51987 is
  incorporated by reference herein.
  
  Item 7. Exemption From Registration Claimed.
          -----------------------------------
  
       Not applicable.
  
  Item 8. Exhibits
          --------
  
       The Exhibit Index immediately preceding the exhibits is incorporated by
  reference herein.
  
  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;
  
                 (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;
  
                                          3
  5
  
                 PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission 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 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to 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.
  
       (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.
  
                                          4
  6
  
                                  POWER OF ATTORNEY
  
       I, the undersigned director or officer of Digital Equipment Corporation, a
  Massachusetts corporation, do hereby severally constitute and appoint Robert B.
  Palmer, Gail S. Mann and Thomas C. Siekman, and each of them alone, to be true,
  sufficient and lawful attorneys for me, to sign for me and in my name in the
  capacity or capacities indicated below any and all post-effective amendments to
  this Registration Statement and all other documents relating thereto.
  
                                     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 this 14th
  day of November, 1996.
  
                                          DIGITAL EQUIPMENT CORPORATION
  
                                           By: /s/ Robert B. Palmer
                                              -----------------------------------
                                              Robert B. Palmer, 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 by the following persons in the
  capacities and on the dates indicated.
  
        SIGNATURE                      TITLE                          DATE
        ---------                      -----                          ----
  
  /s/ Robert B. Palmer         Chairman of the Board,            November 14, 1996
  -------------------------    President and Chief Executive     
  Robert B. Palmer             Officer (Principal Executive      
                               Officer) and Director             
  
  /s/ Vincent J. Mullarkey     Vice President, Finance and       November 14, 1996
  -------------------------    Chief Financial Officer (Chief    
  Vincent J. Mullarkey         Financial Officer)                
  
  /s/ Hans Larsen              Vice President, Controller and    November 14, 1996
  -------------------------    Chief Accounting Officer           
  Hans Larsen                  
  
                                          5
  7
  
  /s/ Vernon R. Alden           Director                         November 14, 1996
  -------------------------
  Vernon R. Alden
  
  /s/ Colby H. Chandler         Director                         November 14, 1996
  -------------------------
  Colby H. Chandler
  
  /s/ Arnaud de Vitry           Director                         November 14, 1996
  -------------------------
  Arnaud de Vitry
  
  /s/ Frank P. Doyle            Director                         November 14, 1996
  -------------------------
  Frank P. Doyle
  
  /s/ Kathleen F. Feldstein     Director                         November 14, 1996
  -------------------------
  Kathleen F. Feldstein
  
  /s/ Thomas P. Gerrity         Director                         November 14, 1996
  -------------------------
  Thomas P. Gerrity
  
  /s/ Thomas L. Phillips        Director                         November 14, 1996
  -------------------------
  Thomas L. Phillips
  
  /s/ Delbert C. Staley         Director                         November 14, 1996
  -------------------------
  Delbert C. Staley
  
                                         6
  8
  
                                  INDEX TO EXHIBITS
  
     Exhibit
     Number                             Exhibit
     ------                             -------
  
  Exhibit 4.1    Rights Agreement dated as of December 11, 1989 between the
                 Registrant and First Chicago Trust Company of New York, as Rights
                 Agent (filed under cover of Form SE as Exhibit 4.1 to the
                 Registrant's Current Report on Form 8-K dated December 12, 1989
                 and incorporated by reference herein).
  
  Exhibit 5      Opinion of Counsel
  
  Exhibit 23.1   Consent of Counsel (included in Exhibit 5)
  
  Exhibit 23.2   Consent of Coopers & Lybrand L.L.P.
  
  Exhibit 24     Power of Attorney (contained on page 5 of this Registration
                 Statement)
  
  Exhibit 99.1   1968 Employee Stock Purchase Plan
  
  Exhibit 99.2   1981 International Employee Stock Purchase Plan