content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on November 20, 1996
                                                   Registration No. 333-
       ------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                DYNATECH CORPORATION
                  ------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
  
                Massachusetts                               04-2258582
       -------------------------------                  -------------------
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                   Identification No.)
  
  
                 3 New England Executive Park, Burlington, MA 01803
                 ---------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                         -----------------------------------
                              (Full title of the plan)
  
  
                                    John F. Reno
                                Dynatech Corporation
                            3 New England Executive Park
                           Burlington, Massachusetts 01803
                      -----------------------------------------
                       (Name and address of agent for service)
  
  
                                   (617) 272-6100
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
  <TABLE>
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  <CAPTION>
  
     Title of                       Proposed           Proposed
    Securities      Amount to       Maximum            Maximum         Amount of
      to be             be       Offering Price        Aggregate     Registration
    Registered      Registered    Per Share(1)     Offering Price(1)      Fee
    -------------   ----------   --------------    ----------------- ------------
  
    <S>             <C>             <C>             <C>               <C>
    Common Stock,   600,000         $58.00          $34,800,000       $10,546
    $.20 par         shares
    value
  
  <FN>
  
    --------------------------
  
      (1) Estimated solely for the purpose of calculating the registration fee,
    and based on the average of the high and low prices as reported by the Nasdaq
    National Market on November 15, 1996, in accordance with Rules 457(c) and (h)
    of the Securities Act of 1933, as amended.
  
  </TABLE>
  
  
                                 Page 1 of 11 pages.
                           Exhibit Index begins on page 8.
  
  <PAGE>   2
  
  
  
  
           PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                The information required by Part I is included in documents sent
           or given to participants in the 1996 Employee Stock Purchase Plan of
           Dynatech Corporation, a Massachusetts corporation (the "Registrant"),
           pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
           (the "Securities Act").
  
           PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                Item 3.  Incorporation of Certain Documents by Reference.
                         -----------------------------------------------
  
                The Registrant is subject to the informational and reporting
           requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange
           Act of 1934, as amended (the "Exchange Act"), and in accordance
           therewith files reports, proxy statements and other information with
           the Securities and Exchange Commission. The following documents, which
           are filed with the Securities and Exchange Commission, are incorporated
           in this Registration Statement by reference:
  
                     (1) The Registrant's latest annual report filed pursuant to
                Sections 13(a) or 15(d) of the Exchange Act or the latest
                prospectus filed pursuant to Rule 424(b) under the Securities Act
                that contains audited financial statements for the Registrant's
                latest fiscal year for which such statements have been filed.
  
                     (2) All other reports filed pursuant to Sections 13(a) or
                15(d) of the Exchange Act since the end of the fiscal year covered
                by the document referred to in (i) above.
  
                     (3) The description of the Common Stock, $.20 par value per
                share ("Common Stock"), contained in a registration statement
                filed under the Exchange Act, including any amendment or report
                filed for the purpose of updating such description.
  
                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 shares of
           Common Stock offered hereby have been sold or which deregisters all
           shares of Common Stock then remaining unsold, shall be deemed to be
           incorporated by reference herein and to be part hereof from the date of
           the filing of such documents.
  
                Item 4.  Description of Securities.
                         -------------------------
  
                Not applicable.
  
                Item 5.  Interests of Named Experts and Counsel.
                         --------------------------------------
  
                Not applicable.
  
  
                                         - 2 -
  
  <PAGE>   3
  
  
                Item 6.  Indemnification of Directors and Officers.
                         -----------------------------------------
  
                The Company's Articles of Organization (the "Articles") provide
           that except as limited by law, the Company shall indemnify its
           directors and officers against all expenses incurred by them in
           connection with any proceeding resulting from their serving as an
           officer or director, except that no indemnification shall be provided
           regarding any matter as to which it shall be adjudicated that such
           director or officer did not act in good faith and in the reasonable
           belief that his or her action was in the best interests of the Company.
           In addition, the Articles provide that no director of the Company shall
           be personally liable to the Company or its stockholders for monetary
           damages for breach of fiduciary duty as a director notwithstanding any
           provisions of law imposing such liability; provided, however, that such
           provision shall not eliminate or limit the liability of a director (i)
           for any breach of the director's duty of loyalty to the Company or its
           stockholders, (ii) for acts or omissions not in good faith or which
           involve intentional misconduct or a knowing violation of law, (iii)
           under Section 61 or 62 of the Business Corporation Law of the
           Commonwealth of Massachusetts, or (iv) with respect to any transaction
           from which the director derived an improper personal benefit.
  
                The Company maintains directors' and officers' liability insurance
           for the benefit of its directors and certain of its officers.
  
                Item 7.   Exemption form Registration Claimed.
                          -----------------------------------
  
                Not applicable.
  
                Item 8.   Exhibits.
                          --------
  
                The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.
  
                Item 9.   Undertakings.
                          ------------
  
                1.   The Registrant hereby undertakes:
  
                     (a) To file, during any period in which offers or sales are
                being made, a post-effective amendment to this registration
                statement:
  
                     (i)  To include any prospectus required by Section
                          10(a)(3) of the Securities Act;
  
                    (ii)  To reflect in the prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent
  
  
                                         - 3 -
  
  <PAGE>   4
  
  
                          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 (i) and (ii) 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 Exchange
                Act that are incorporated by reference in the registration
                statement.
  
                     (b) That, for the purpose of determining any liability under
                the Securities Act, each such post-effective amendment shall be
                deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities at
                that time shall be deemed to be the initial bona fide offering
                thereof.
  
                     (c) To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.
  
                2. The Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of the
           Registrant's annual report pursuant to Section 13(a) or Section 15(d)
           of the Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the Exchange
           Act) that is incorporated by reference in the registration statement
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be in the initial bona fide offering thereof.
  
                3. Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the 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 Securities Act and is, therefore,
           unenforceable. In the event
  
  
  
                                         - 4 -
  
  <PAGE>   5
  
  
  
           that a claim for indemnification against such liabilities (other than
           the payment by the Registrant of expenses incurred or paid by a
           director, officer of 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
           Securities Act and will be governed by the final adjudication of such
           issue.
  
  
  
  
  
                                         - 5 -
  
  <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 Burlington,
           Commonwealth of Massachusetts, on November 19, 1996.
  
                                         DYNATECH CORPORATION
  
  
                                         By: /s/ John F. Reno
                                             ------------------------------------
                                             John F. Reno
                                             President and Chief Executive
                                             Officer
  
  
                                  POWER OF ATTORNEY
  
  
                KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers
           and directors of Dynatech Corporation hereby severally constitute John
           F. Reno, Allan M. Kline and Peter B. Tarr, and each of them singly, our
           true and lawful attorneys with full power to them, and each of them
           singly, to sign for us and in our names in the capacities indicated
           below, the Registration Statement filed herewith and any and all
           amendments to said Registration Statement, and generally to do all such
           things in our names and in our capacities as officers and directors to
           enable Dynatech Corporation to comply with the provisions of the
           Securities Act of 1933 and all requirements of the Securities and
           Exchange Commission, hereby ratifying and confirming our signatures as
           they may be signed by our said attorneys, or any of them, to said
           Registration Statement and any and all amendments thereto.
  
  
  
  
                                         - 6 -
  
  <PAGE>   7
  
  
  
                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 date indicated.
  
  
      Signatures                         Capacity                  Date
      ----------                         --------                  ----
  
  
   /s/  John F. Reno              Chairman of the Board        November 19, 1996
   ---------------------------    of Directors, President,
   John F. Reno                   Chief Executive Officer   
                                       and Director         
                                  
  
  
   /s/  Allan M. Kline           Vice President, Chief         November 19, 1996
   ---------------------------   Financial Officer and
   Allan M. Kline                Treasurer (Principal 
                                  Financial Officer)  
                                 
  
   /s/ Robert W. Woodbury, Jr.    (Principal Accounting        November 19, 1996
   ---------------------------          Officer)
   Robert W. Woodbury, Jr.            
  
  
   /s/ Ronald L. Bittner                Director               November 19, 1996
   ---------------------------
   Ronald L. Bittner
  
  
                                        Director
   ---------------------------
   William R. Cook
  
  
   /s/ O. Gene Gabbard                  Director               November 19, 1996
   ---------------------------
   O. Gene Gabbard
  
  
   /s/ L. Dennis Kozlowski              Director               November 19, 1996
   ---------------------------
   L. Dennis Kozlowski
  
  
   /s/ Richard K. Lochridge             Director               November 19, 1996
   ---------------------------
   Richard K. Lochridge                                
  
  
   /s/ Robert G. Paul                   Director               November 19, 1996
   ---------------------------
   Robert G. Paul
  
  
   /s/ Peter van Cuylenburg             Director               November 19, 1996
   ---------------------------
   Peter van Cuylenburg
  
  
  
  
  
                                         - 7 -
  
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
           Exhibit                                                Sequential
           Number                                                 Page Number
           ------                                                 -----------
  
  
           3.1       Restated Articles of Organization - filed         --
                     as Exhibit 3(1) to the Registrant's Annual
                     Report on Form 10-K for the fiscal year
                     ending March 31, 1996 and incorporated
                     herein by reference.
  
           3.2       By-Laws filed as Exhibit 3 to the Registrant's
                     Annual Report on Form 10-K for the fiscal year
                     ended March 31, 1992 and incorporated herein by
                     reference.                                        --
  
           4.1       Specimen Certificate of Common Stock of the       --
                     Registrant - filed as Exhibit 4.1 to the
                     Registration Statement on Form S-8
                     (File No. 33-192080) and incorporated herein
                     by reference.
  
           5.1       Opinion of Hale and Dorr.                          9
  
           23.1      Consent of Hale and Dorr (included in             --
                     Exhibit 5.1).
  
           23.2      Consent of Coopers & Lybrand L.L.P.               11
  
           24.1      Power of Attorney (included in the signature      --
                     pages of this Registration Statement).
  
  
  
  
  
                                         - 8 -
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "DYNATECH CORPORATION", "secsgml_size_bytes": 18252}]
metadata_filer: {"company-data": {"conformed-name": "DYNATECH CORP", "cik": "0000030841", "assigned-sic": "3825", "irs-number": "042258582", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16461", "film-number": "96669758"}, "business-address": {"street1": "3 NEW ENGLAND EXECUTIVE PARK", "city": "BURLINGTON", "state": "MA", "zip": "01803-5087", "phone": "6172726100"}, "mail-address": {"street1": "3 NEW ENGLAND EXECUTIVE PARK", "city": "BURLINGTON", "state": "MA", "zip": "01803-5087"}}
text: 1
  
       As filed with the Securities and Exchange Commission on November 20, 1996
                                                   Registration No. 333-
       ------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                DYNATECH CORPORATION
                  ------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
                Massachusetts                               04-2258582
       -------------------------------                  -------------------
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                   Identification No.)
  
                 3 New England Executive Park, Burlington, MA 01803
                 ---------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                         -----------------------------------
                              (Full title of the plan)
  
                                    John F. Reno
                                Dynatech Corporation
                            3 New England Executive Park
                           Burlington, Massachusetts 01803
                      -----------------------------------------
                       (Name and address of agent for service)
  
                                   (617) 272-6100
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  Title of                       Proposed           Proposed
    Securities      Amount to       Maximum            Maximum         Amount of
      to be             be       Offering Price        Aggregate     Registration
    Registered      Registered    Per Share(1)     Offering Price(1)      Fee
    -------------   ----------   --------------    ----------------- ------------
  Common Stock,   600,000         $58.00          $34,800,000       $10,546
    $.20 par         shares
    value
  --------------------------
  
      (1) Estimated solely for the purpose of calculating the registration fee,
    and based on the average of the high and low prices as reported by the Nasdaq
    National Market on November 15, 1996, in accordance with Rules 457(c) and (h)
    of the Securities Act of 1933, as amended.
  Page 1 of 11 pages.
                           Exhibit Index begins on page 8.
  2
  
           PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                The information required by Part I is included in documents sent
           or given to participants in the 1996 Employee Stock Purchase Plan of
           Dynatech Corporation, a Massachusetts corporation (the "Registrant"),
           pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
           (the "Securities Act").
  
           PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                Item 3.  Incorporation of Certain Documents by Reference.
                         -----------------------------------------------
  
                The Registrant is subject to the informational and reporting
           requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange
           Act of 1934, as amended (the "Exchange Act"), and in accordance
           therewith files reports, proxy statements and other information with
           the Securities and Exchange Commission. The following documents, which
           are filed with the Securities and Exchange Commission, are incorporated
           in this Registration Statement by reference:
  
                     (1) The Registrant's latest annual report filed pursuant to
                Sections 13(a) or 15(d) of the Exchange Act or the latest
                prospectus filed pursuant to Rule 424(b) under the Securities Act
                that contains audited financial statements for the Registrant's
                latest fiscal year for which such statements have been filed.
  
                     (2) All other reports filed pursuant to Sections 13(a) or
                15(d) of the Exchange Act since the end of the fiscal year covered
                by the document referred to in (i) above.
  
                     (3) The description of the Common Stock, $.20 par value per
                share ("Common Stock"), contained in a registration statement
                filed under the Exchange Act, including any amendment or report
                filed for the purpose of updating such description.
  
                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 shares of
           Common Stock offered hereby have been sold or which deregisters all
           shares of Common Stock then remaining unsold, shall be deemed to be
           incorporated by reference herein and to be part hereof from the date of
           the filing of such documents.
  
                Item 4.  Description of Securities.
                         -------------------------
  
                Not applicable.
  
                Item 5.  Interests of Named Experts and Counsel.
                         --------------------------------------
  
                Not applicable.
  
                                         - 2 -
  3
  
                Item 6.  Indemnification of Directors and Officers.
                         -----------------------------------------
  
                The Company's Articles of Organization (the "Articles") provide
           that except as limited by law, the Company shall indemnify its
           directors and officers against all expenses incurred by them in
           connection with any proceeding resulting from their serving as an
           officer or director, except that no indemnification shall be provided
           regarding any matter as to which it shall be adjudicated that such
           director or officer did not act in good faith and in the reasonable
           belief that his or her action was in the best interests of the Company.
           In addition, the Articles provide that no director of the Company shall
           be personally liable to the Company or its stockholders for monetary
           damages for breach of fiduciary duty as a director notwithstanding any
           provisions of law imposing such liability; provided, however, that such
           provision shall not eliminate or limit the liability of a director (i)
           for any breach of the director's duty of loyalty to the Company or its
           stockholders, (ii) for acts or omissions not in good faith or which
           involve intentional misconduct or a knowing violation of law, (iii)
           under Section 61 or 62 of the Business Corporation Law of the
           Commonwealth of Massachusetts, or (iv) with respect to any transaction
           from which the director derived an improper personal benefit.
  
                The Company maintains directors' and officers' liability insurance
           for the benefit of its directors and certain of its officers.
  
                Item 7.   Exemption form Registration Claimed.
                          -----------------------------------
  
                Not applicable.
  
                Item 8.   Exhibits.
                          --------
  
                The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.
  
                Item 9.   Undertakings.
                          ------------
  
                1.   The Registrant hereby undertakes:
  
                     (a) To file, during any period in which offers or sales are
                being made, a post-effective amendment to this registration
                statement:
  
                     (i)  To include any prospectus required by Section
                          10(a)(3) of the Securities Act;
  
                    (ii)  To reflect in the prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent
  
                                         - 3 -
  4
  
                          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 (i) and (ii) 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 Exchange
                Act that are incorporated by reference in the registration
                statement.
  
                     (b) That, for the purpose of determining any liability under
                the Securities Act, each such post-effective amendment shall be
                deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities at
                that time shall be deemed to be the initial bona fide offering
                thereof.
  
                     (c) To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.
  
                2. The Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of the
           Registrant's annual report pursuant to Section 13(a) or Section 15(d)
           of the Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the Exchange
           Act) that is incorporated by reference in the registration statement
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be in the initial bona fide offering thereof.
  
                3. Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the 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 Securities Act and is, therefore,
           unenforceable. In the event
  
                                         - 4 -
  5
  
           that a claim for indemnification against such liabilities (other than
           the payment by the Registrant of expenses incurred or paid by a
           director, officer of 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
           Securities Act and will be governed by the final adjudication of such
           issue.
  
                                         - 5 -
  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 Burlington,
           Commonwealth of Massachusetts, on November 19, 1996.
  
                                         DYNATECH CORPORATION
  
                                         By: /s/ John F. Reno
                                             ------------------------------------
                                             John F. Reno
                                             President and Chief Executive
                                             Officer
  
                                  POWER OF ATTORNEY
  
                KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers
           and directors of Dynatech Corporation hereby severally constitute John
           F. Reno, Allan M. Kline and Peter B. Tarr, and each of them singly, our
           true and lawful attorneys with full power to them, and each of them
           singly, to sign for us and in our names in the capacities indicated
           below, the Registration Statement filed herewith and any and all
           amendments to said Registration Statement, and generally to do all such
           things in our names and in our capacities as officers and directors to
           enable Dynatech Corporation to comply with the provisions of the
           Securities Act of 1933 and all requirements of the Securities and
           Exchange Commission, hereby ratifying and confirming our signatures as
           they may be signed by our said attorneys, or any of them, to said
           Registration Statement and any and all amendments thereto.
  
                                         - 6 -
  7
  
                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 date indicated.
  
      Signatures                         Capacity                  Date
      ----------                         --------                  ----
  
   /s/  John F. Reno              Chairman of the Board        November 19, 1996
   ---------------------------    of Directors, President,
   John F. Reno                   Chief Executive Officer   
                                       and Director         
                                  
  
   /s/  Allan M. Kline           Vice President, Chief         November 19, 1996
   ---------------------------   Financial Officer and
   Allan M. Kline                Treasurer (Principal 
                                  Financial Officer)  
                                 
  
   /s/ Robert W. Woodbury, Jr.    (Principal Accounting        November 19, 1996
   ---------------------------          Officer)
   Robert W. Woodbury, Jr.            
  
   /s/ Ronald L. Bittner                Director               November 19, 1996
   ---------------------------
   Ronald L. Bittner
  
                                        Director
   ---------------------------
   William R. Cook
  
   /s/ O. Gene Gabbard                  Director               November 19, 1996
   ---------------------------
   O. Gene Gabbard
  
   /s/ L. Dennis Kozlowski              Director               November 19, 1996
   ---------------------------
   L. Dennis Kozlowski
  
   /s/ Richard K. Lochridge             Director               November 19, 1996
   ---------------------------
   Richard K. Lochridge                                
  
   /s/ Robert G. Paul                   Director               November 19, 1996
   ---------------------------
   Robert G. Paul
  
   /s/ Peter van Cuylenburg             Director               November 19, 1996
   ---------------------------
   Peter van Cuylenburg
  
                                         - 7 -
  8
  
                                    EXHIBIT INDEX
                                    -------------
  
           Exhibit                                                Sequential
           Number                                                 Page Number
           ------                                                 -----------
  
           3.1       Restated Articles of Organization - filed         --
                     as Exhibit 3(1) to the Registrant's Annual
                     Report on Form 10-K for the fiscal year
                     ending March 31, 1996 and incorporated
                     herein by reference.
  
           3.2       By-Laws filed as Exhibit 3 to the Registrant's
                     Annual Report on Form 10-K for the fiscal year
                     ended March 31, 1992 and incorporated herein by
                     reference.                                        --
  
           4.1       Specimen Certificate of Common Stock of the       --
                     Registrant - filed as Exhibit 4.1 to the
                     Registration Statement on Form S-8
                     (File No. 33-192080) and incorporated herein
                     by reference.
  
           5.1       Opinion of Hale and Dorr.                          9
  
           23.1      Consent of Hale and Dorr (included in             --
                     Exhibit 5.1).
  
           23.2      Consent of Coopers & Lybrand L.L.P.               11
  
           24.1      Power of Attorney (included in the signature      --
                     pages of this Registration Statement).
  
                                         - 8 -