content: <PAGE>   1
  
  As filed with the Securities and Exchange Commission on ______, 1996 
                                                             File No. 33- ________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              ------------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              ------------------------
  
                             BOSTON PRIVATE BANCORP, INC
               (Exact name of registrant as specified in its charter)
  
         MASSACHUSETTS                                      04-2976299
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)
  
  
                 TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109
                      (Address of Principal Executive Offices)
  
                            -----------------------------
  
                            BOSTON PRIVATE BANCORP, INC.
                            DIRECTORS' STOCK OPTION PLAN
                                  OF MARCH 31, 1993
                              (Full title of the Plan)
  
                           ------------------------------
  
                                  TIMOTHY L. VAILL,
                            BOSTON PRIVATE BANCORP, INC.
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                 TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109
                       (Name and address of agent for service)
                                   (617) 556-1900
            (Telephone number, including area code, of agent for service)
  
                                     Copies to:
  
                               WILLIAM P. MAYER, ESQ.
                               GOODWIN, PROCTER & HOAR
                                   EXCHANGE PLACE
                                  BOSTON, MA 02109
                                   (617) 570-1000
  
                           ------------------------------
  <TABLE>
                                    Calculation of Registration Fee
  
  =============================================================================================
  <CAPTION>
                                        Proposed Maximum    Proposed Maximum
   Title of Securities    Amount to   Offering  Price Per  Aggregate Offering     Amount of
   to be Registered     Registered(1)       Share(2)             Price         Registration Fee
  - ----------------------------------------------------------------------------------------------
  <S>                     <C>                <C>                <C>                <C>                     
  Common Stock,           200,000            $3.875             $775,000           $267.24
  $1.00 par value                           
  
  ==============================================================================================
  <FN>
  
  (1)  Plus such additional number of shares as may be required pursuant to the
       option plans in the event of a stock dividend, reverse stock split,
       split-up, 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 Boston
       Private Bancorp, Inc. Common Stock on June 21, 1996, utilizing the average
       of the high and low sale prices reported on the NASDAQ SmallCap Market on
       that date.
  </TABLE>
  
  
  <PAGE>   2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
           -----------------------------------------------
  
       Incorporated by reference in this Registration Statement are the following
  documents previously filed by the Company with the Securities and Exchange
  Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"):
  
       (a)  The Company's latest annual report filed pursuant to Sections 13(a) or
            15(d) of the Exchange Act.
  
       (b)  All other reports filed by the Company pursuant to Sections 13(a) or
            15(d) of the Exchange Act since the end of the fiscal year covered by
            the annual report referred to in (a) above.
  
       (c)  The description of the Company's common stock contained in the
            Company's Registration Statement on Form 8-A dated September 24, 1987,
            and any amendment or reports filed for the purpose of updating such
            description.
  
       In addition, all documents subsequently filed by the Company with the
  Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereunder have been sold or which 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.
  
       Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this registration statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
           -------------------------
  
       Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
           --------------------------------------
  
       Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
           -----------------------------------------
  
       The Company is a Massachusetts corporation. Reference is made to Chapter
  156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"),
  which enables a corporation in its original articles of organization or an
  amendment thereto to eliminate or limit the personal liability of a director for
  monetary damages for violations of the director's fiduciary duty, except (i) for
  any breach of the director's duty of loyalty to the corporation or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
  61 and 62 of the MBCL (providing for liability of directors for authorizing
  illegal distributions and for making loans to directors, officers and certain
  shareholders) or (iv) for any transaction from which a director derived an
  improper personal benefit.
  
       Reference also is made to Chapter 156B, Section 67 of the MBCL, which
  provides that a corporation may indemnify directors, officers, employees and
  other agents and persons who serve at its request as directors, officers,
  employees or other agents of another organization or who serve at its request in
  any capacity with respect to any employee benefit plan, to the extent specified
  or authorized by the articles of organization, a by-law adopted by the
  stockholders or a vote adopted by the holders of a majority of the shares of
  stock entitled to vote on the election of directors. Such indemnification may
  include payment by the corporation of expenses incurred in 
  
                                                                               2
  <PAGE>   3
  
  
  
  defending a civil or criminal action or proceeding in advance of the final
  disposition of such action or proceeding, upon receipt of an undertaking by the
  person indemnified to repay such payment if he shall be adjudicated to be not
  entitled to indemnification under Section 67 which undertaking may be accepted
  without reference to the financial ability of such person to make repayment. Any
  such indemnification may be provided although the person to be indemnified is no
  longer an officer, director, employee or agent of the corporation or of such
  other organization or no longer serves with respect to any such employee benefit
  plan. No indemnification shall be provided, however, for any person with respect
  to any matter as to which such person shall have been adjudicated in any
  proceeding not to have acted in good faith in the reasonable belief that such
  person's action was in the best interest of the corporation or to the extent
  that such matter relates to service with respect to any employee benefit plan,
  in the best interests of the participants or beneficiaries of such employee
  benefit plan.
  
       The Articles of Organization of the Company provide for indemnification of
  the officers and directors of the Company to the full extent permitted by
  applicable law.
  
       The Company and its directors and officers currently carry liability
  insurance.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
           -----------------------------------
  
       Not Applicable.
  
  ITEM 8.  EXHIBITS.
           --------
   
       The exhibits listed in the accompanying Exhibit Index are filed as part of
  this Registration Statement.
  
  ITEM 9.  UNDERTAKINGS.
           ------------
  
       (a) The undersigned registrant hereby undertakes that it will:
  
            (1)  File, during any period in which it offers or sells securities, a
                 post-effective amendment to this Registration Statement to:
  
               (i)         Include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933, as amended (the "Securities Act");
  
               (ii)        Reflect in the prospectus any facts or events which,
                    individually or together, represent a fundamental change in 
                    the information set forth in the Registration Statement; and
  
               (iii)       include any material information on the plan of
                    distribution additional or changed;
  
                 PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                 this Item 9 do not apply if the information required to be
                 included in a post-effective amendment by those paragraphs is
                 contained in periodic reports filed by the registrant pursuant to
                 Section 13 or Section 15(d) of the Exchange Act that are
                 incorporated by reference in the registration statement.
  
            (2)  For determining liability under the Securities Act, treat each
                 post-effective amendment as a new registration statement of the
                 securities offered , and the offering of the securities at that
                 time to be the initial BONA FIDE offering.
  
            (3)  File a post-effective amendment to remove from registration any
                 of the securities that remain unsold at the end of the offering.
  
                                                                               3
  <PAGE>   4
  
                                     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 19th
  day of June, 1996.
  
                                           BOSTON PRIVATE BANCOPR, INC.
  
  
                                           By: /s/ Timothy L. Vaill
                                               ---------------------------
                                               Timothy L. Vaill, President
  
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and Directors of Boston Private Bancorp, Inc.,
  hereby severally constitute Charles O. Wood III, Eugene S. Colangelo, and
  Timothy L. Vaill, 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 and in such other capacities as the undersigned
  may from time to time serve in the future, the registration statement filed
  herewith and any and all amendments to said registration statement, and
  generally to do all such things in our names in our capacities as officers and
  Directors to enable Boston Private Bancorp, Inc. 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.
  
       Witness our hands and common seal on the dates set forth below.
  
       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.
  
  
  /s/ Timothy L. Vaill           President,  Chief                 June 19, 1996
  - --------------------------     Execuive Officer and
  Timothy L. Vaill               Director (Principal 
                                 Executive Officer)  
                                 
  
  /s/ Albert R. Rietheimer       Chief Financial Officer           June 19, 1996
  - --------------------------
  Albert R. Rietheimer
  
  
  
  /s/ Herbert S. Alexander       Director                          June 19, 1996
  - --------------------------
  Herbert S. Alexander
  
  
  
                                 Director                          June 19, 1996
  - --------------------------
  John M. Barry
  
  
  
  /s/ Peter C. Bennett           Director                          June 19, 1996
  - --------------------------
  Peter C. Bennett
  
  
                                                                               4
  <PAGE>   5
  
  
  /s/ Eugene S. Colangelo        Director                          June 19, 1996
  - --------------------------
  Eugene S. Colangelo
  
  
  
  /s/ Michael M. Davis           Director                          June 19, 1996
  - --------------------------
  Michael M. Davis
  
  
  
  /s/ Kate S. Flather            Director                          June 19, 1996
  - --------------------------
  Kate S. Flather
  
  
  
  /s/ Lynn Thompson Hoffman      Director                          June 19, 1996
  - --------------------------
  Lynn Thompson Hoffman
  
  
  
  /s/ E. Christopher Palmer      Director                          June 19, 1996
  - --------------------------
  E. Christopher Palmer
  
  
  
  /s/ Robert A. Radloff          Director                          June 19, 1996
  - --------------------------
  Robert A. Radloff
  
  
  
  /s/ Eugene F. Rivers, III      Director                          June 19, 1996
  - --------------------------
  Eugene F. Rivers, III
  
  
  
                                 Director                          June 19, 1996
  - --------------------------
  Allen Sinai
  
  
  
  /s/ Charles O. Wood, III       Director                          June 19, 1996
  - --------------------------
  Charles O. Wood, III
  
                                                                               5
  
  <PAGE>   6
  
  
                                    EXHIBIT INDEX
  
  
                                                                       PAGE IN
                                                                    SEQUENTIALLY
     EXHIBIT NO.   DESCRIPTION                                      NUMBERED COPY
     -----------   -----------                                      -------------
  
        5          Opinion of Goodwin, Procter & Hoar
                   as to the legality of securities being offered
  
       23.1        Consent of Goodwin, Procter & Hoar
                   (included in Exhibit 5 of this registration
                   statement)
  
       23.2        Consent of KPMG Peat Marwick LLP
  
       24          Power of Attorney (included in Part II
                   of this registration statement)
  
  
  
                                                                                 6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BOSTON PRIVATE BANCORP, INC.", "secsgml_size_bytes": 16159}]
metadata_filer: {"company-data": {"conformed-name": "BOSTON PRIVATE BANCORP INC", "cik": "0000821127", "assigned-sic": "6022", "irs-number": "042976299", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06941", "film-number": "96586720"}, "business-address": {"street1": "10 POST OFFICE SQUARE", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6175561900"}, "mail-address": {"street1": "10 POST OFFICE SQUARE", "city": "BOSTON", "state": "MA", "zip": "02109"}}
text: 1
  
  As filed with the Securities and Exchange Commission on ______, 1996 
                                                             File No. 33- ________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              ------------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              ------------------------
  
                             BOSTON PRIVATE BANCORP, INC
               (Exact name of registrant as specified in its charter)
  
         MASSACHUSETTS                                      04-2976299
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)
  
                 TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109
                      (Address of Principal Executive Offices)
  
                            -----------------------------
  
                            BOSTON PRIVATE BANCORP, INC.
                            DIRECTORS' STOCK OPTION PLAN
                                  OF MARCH 31, 1993
                              (Full title of the Plan)
  
                           ------------------------------
  
                                  TIMOTHY L. VAILL,
                            BOSTON PRIVATE BANCORP, INC.
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                 TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109
                       (Name and address of agent for service)
                                   (617) 556-1900
            (Telephone number, including area code, of agent for service)
  
                                     Copies to:
  
                               WILLIAM P. MAYER, ESQ.
                               GOODWIN, PROCTER & HOAR
                                   EXCHANGE PLACE
                                  BOSTON, MA 02109
                                   (617) 570-1000
  
                           ------------------------------
  
                                    Calculation of Registration Fee
  
  =============================================================================================
  Proposed Maximum    Proposed Maximum
   Title of Securities    Amount to   Offering  Price Per  Aggregate Offering     Amount of
   to be Registered     Registered(1)       Share(2)             Price         Registration Fee
  - ----------------------------------------------------------------------------------------------
  Common Stock,           200,000            $3.875             $775,000           $267.24
  $1.00 par value                           
  
  ==============================================================================================
  (1)  Plus such additional number of shares as may be required pursuant to the
       option plans in the event of a stock dividend, reverse stock split,
       split-up, 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 Boston
       Private Bancorp, Inc. Common Stock on June 21, 1996, utilizing the average
       of the high and low sale prices reported on the NASDAQ SmallCap Market on
       that date.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
           -----------------------------------------------
  
       Incorporated by reference in this Registration Statement are the following
  documents previously filed by the Company with the Securities and Exchange
  Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"):
  
       (a)  The Company's latest annual report filed pursuant to Sections 13(a) or
            15(d) of the Exchange Act.
  
       (b)  All other reports filed by the Company pursuant to Sections 13(a) or
            15(d) of the Exchange Act since the end of the fiscal year covered by
            the annual report referred to in (a) above.
  
       (c)  The description of the Company's common stock contained in the
            Company's Registration Statement on Form 8-A dated September 24, 1987,
            and any amendment or reports filed for the purpose of updating such
            description.
  
       In addition, all documents subsequently filed by the Company with the
  Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereunder have been sold or which 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.
  
       Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this registration statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
           -------------------------
  
       Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
           --------------------------------------
  
       Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
           -----------------------------------------
  
       The Company is a Massachusetts corporation. Reference is made to Chapter
  156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"),
  which enables a corporation in its original articles of organization or an
  amendment thereto to eliminate or limit the personal liability of a director for
  monetary damages for violations of the director's fiduciary duty, except (i) for
  any breach of the director's duty of loyalty to the corporation or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
  61 and 62 of the MBCL (providing for liability of directors for authorizing
  illegal distributions and for making loans to directors, officers and certain
  shareholders) or (iv) for any transaction from which a director derived an
  improper personal benefit.
  
       Reference also is made to Chapter 156B, Section 67 of the MBCL, which
  provides that a corporation may indemnify directors, officers, employees and
  other agents and persons who serve at its request as directors, officers,
  employees or other agents of another organization or who serve at its request in
  any capacity with respect to any employee benefit plan, to the extent specified
  or authorized by the articles of organization, a by-law adopted by the
  stockholders or a vote adopted by the holders of a majority of the shares of
  stock entitled to vote on the election of directors. Such indemnification may
  include payment by the corporation of expenses incurred in 
  
                                                                               2
  3
  
  defending a civil or criminal action or proceeding in advance of the final
  disposition of such action or proceeding, upon receipt of an undertaking by the
  person indemnified to repay such payment if he shall be adjudicated to be not
  entitled to indemnification under Section 67 which undertaking may be accepted
  without reference to the financial ability of such person to make repayment. Any
  such indemnification may be provided although the person to be indemnified is no
  longer an officer, director, employee or agent of the corporation or of such
  other organization or no longer serves with respect to any such employee benefit
  plan. No indemnification shall be provided, however, for any person with respect
  to any matter as to which such person shall have been adjudicated in any
  proceeding not to have acted in good faith in the reasonable belief that such
  person's action was in the best interest of the corporation or to the extent
  that such matter relates to service with respect to any employee benefit plan,
  in the best interests of the participants or beneficiaries of such employee
  benefit plan.
  
       The Articles of Organization of the Company provide for indemnification of
  the officers and directors of the Company to the full extent permitted by
  applicable law.
  
       The Company and its directors and officers currently carry liability
  insurance.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
           -----------------------------------
  
       Not Applicable.
  
  ITEM 8.  EXHIBITS.
           --------
   
       The exhibits listed in the accompanying Exhibit Index are filed as part of
  this Registration Statement.
  
  ITEM 9.  UNDERTAKINGS.
           ------------
  
       (a) The undersigned registrant hereby undertakes that it will:
  
            (1)  File, during any period in which it offers or sells securities, a
                 post-effective amendment to this Registration Statement to:
  
               (i)         Include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933, as amended (the "Securities Act");
  
               (ii)        Reflect in the prospectus any facts or events which,
                    individually or together, represent a fundamental change in 
                    the information set forth in the Registration Statement; and
  
               (iii)       include any material information on the plan of
                    distribution additional or changed;
  
                 PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                 this Item 9 do not apply if the information required to be
                 included in a post-effective amendment by those paragraphs is
                 contained in periodic reports filed by the registrant pursuant to
                 Section 13 or Section 15(d) of the Exchange Act that are
                 incorporated by reference in the registration statement.
  
            (2)  For determining liability under the Securities Act, treat each
                 post-effective amendment as a new registration statement of the
                 securities offered , and the offering of the securities at that
                 time to be the initial BONA FIDE offering.
  
            (3)  File a post-effective amendment to remove from registration any
                 of the securities that remain unsold at the end of the offering.
  
                                                                               3
  4
  
                                     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 19th
  day of June, 1996.
  
                                           BOSTON PRIVATE BANCOPR, INC.
  
                                           By: /s/ Timothy L. Vaill
                                               ---------------------------
                                               Timothy L. Vaill, President
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and Directors of Boston Private Bancorp, Inc.,
  hereby severally constitute Charles O. Wood III, Eugene S. Colangelo, and
  Timothy L. Vaill, 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 and in such other capacities as the undersigned
  may from time to time serve in the future, the registration statement filed
  herewith and any and all amendments to said registration statement, and
  generally to do all such things in our names in our capacities as officers and
  Directors to enable Boston Private Bancorp, Inc. 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.
  
       Witness our hands and common seal on the dates set forth below.
  
       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.
  
  /s/ Timothy L. Vaill           President,  Chief                 June 19, 1996
  - --------------------------     Execuive Officer and
  Timothy L. Vaill               Director (Principal 
                                 Executive Officer)  
                                 
  
  /s/ Albert R. Rietheimer       Chief Financial Officer           June 19, 1996
  - --------------------------
  Albert R. Rietheimer
  
  /s/ Herbert S. Alexander       Director                          June 19, 1996
  - --------------------------
  Herbert S. Alexander
  
                                 Director                          June 19, 1996
  - --------------------------
  John M. Barry
  
  /s/ Peter C. Bennett           Director                          June 19, 1996
  - --------------------------
  Peter C. Bennett
  
                                                                               4
  5
  
  /s/ Eugene S. Colangelo        Director                          June 19, 1996
  - --------------------------
  Eugene S. Colangelo
  
  /s/ Michael M. Davis           Director                          June 19, 1996
  - --------------------------
  Michael M. Davis
  
  /s/ Kate S. Flather            Director                          June 19, 1996
  - --------------------------
  Kate S. Flather
  
  /s/ Lynn Thompson Hoffman      Director                          June 19, 1996
  - --------------------------
  Lynn Thompson Hoffman
  
  /s/ E. Christopher Palmer      Director                          June 19, 1996
  - --------------------------
  E. Christopher Palmer
  
  /s/ Robert A. Radloff          Director                          June 19, 1996
  - --------------------------
  Robert A. Radloff
  
  /s/ Eugene F. Rivers, III      Director                          June 19, 1996
  - --------------------------
  Eugene F. Rivers, III
  
                                 Director                          June 19, 1996
  - --------------------------
  Allen Sinai
  
  /s/ Charles O. Wood, III       Director                          June 19, 1996
  - --------------------------
  Charles O. Wood, III
  
                                                                               5
  6
  
                                    EXHIBIT INDEX
  
                                                                       PAGE IN
                                                                    SEQUENTIALLY
     EXHIBIT NO.   DESCRIPTION                                      NUMBERED COPY
     -----------   -----------                                      -------------
  
        5          Opinion of Goodwin, Procter & Hoar
                   as to the legality of securities being offered
  
       23.1        Consent of Goodwin, Procter & Hoar
                   (included in Exhibit 5 of this registration
                   statement)
  
       23.2        Consent of KPMG Peat Marwick LLP
  
       24          Power of Attorney (included in Part II
                   of this registration statement)
  
                                                                                 6