content: <PAGE>   1
                                                 Registration No. 333-
                                                                  ----------------
  
                         Securities and Exchange Commission
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             THE DEWOLFE COMPANIES, INC.
                         (Exact name of issuer as specified
                                   in its charter)
  
                MASSACHUSETTS                             04-2895334
        (State or other jurisdiction of       (I.R.S. Employer Identification No.)
        incorporation or organization)
  
                  80 Hayden Avenue, Lexington, Massachusetts 02173
                      (Address of principal executive offices)
  
                             THE DEWOLFE COMPANIES, INC.
                    1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 Richard B. DeWolfe
                             The DeWolfe Companies, Inc.
                                  80 Hayden Avenue
                           Lexington, Massachusetts 02173
                                   (617) 863-5858
  
                                     Copies to:
                            Patrick J. Kinney, Jr., Esq.
                         Lynch, Brewer, Hoffman & Sands, LLP
                                 101 Federal Street
                             Boston, Massachusetts 02110
                                   (617) 951-0800
              (Name, address and telephone number of agent for service)
  
       Approximate date of Commencement of Sale pursuant to the plan: Upon
  issuance and exercise of options.
  
  
  
  <TABLE>
  
                           CALCULATION OF REGISTRATION FEE
  ============================================================================================
  <CAPTION>
  
         Title of                               Proposed          Proposed
        securities              Amount           maximum           maximum           Amount of
         of to be               to be         offering price    aggregate offer-     registra-
        registered           registered(1)     per share(2)       ing price           tion fee
        ----------           -------------     ------------       ---------           --------
  
       <S>                      <C>               <C>              <C>                 <C>    
       Common Stock,
         $.01 par
          value                 100,000           $5.31            $531,000            $161.91
  <FN>
  (1)      The registration statement also includes an indeterminable number of
           additional shares that may become issuable as a result of terminated,
           expired or surrendered options or pursuant to the antidilution
           provisions of the Plan.
  
  (2)      Computed on the basis of the closing sales price of securities of the
           same class, as reported on the American Stock Exchange on December 23,
           1996.
  </TABLE>
  
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       Certain important information is set forth in certain reports or statements
  filed by The DeWolfe Companies, Inc. (the "Company") with the Securities and
  Exchange Commission. The reports or documents listed below are incorporated
  herein by reference:
  
            (a) The DeWolfe Companies, Inc.'s (the "Company") latest Annual Report
  on Form 10-K for the fiscal year ended December 31, 1995 (which incorporates by
  reference certain portions of the Company's Proxy Statement for the Company's
  1996 Annual Meeting of Stockholders held on May 14, 1996);
  
            (b) The Company's latest Quarterly Report on Form 10-Q for the fiscal
  quarter ended March 31, 1996;
  
            (c) The Company's latest Quarterly Report on Form 10-Q for the fiscal
  quarter ended June 30, 1996;
  
            (d) The Company's latest Quarterly Report on Form 10-Q for the fiscal
  quarter ended September 30, 1996;
  
            (e) All other reports filed by the Company pursuant to Section 13 or
  15(d) of the Securities Exchange Act of 1934 for periods since September 30,
  1996;
  
            (f) The information set forth under "Description of Registrant's
  Securities to be Registered" in the Company's Registration Statement on Form 8-A
  filed on April 15, 1995 (File No. 1-11278) (which incorporates by reference the
  description of the Company's securities contained in the Company's Registration
  Statement on Form S-18 (File No. 33-48113-B); and
  
            (g) The Company's Registration Statements on Form S-8 (Registration
  Nos. 33-56504 and 33-84136).
  
       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference and to be a part hereof from the date of filing
  such reports and documents.
  
  
                                         -2-
  
  <PAGE>   3
  
  
  
  Item 4.   DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  
  Item 5.   EXPERTS
  
            The consolidated financial statements of The DeWolfe Companies, Inc.
  appearing in The DeWolfe Companies, Inc. Annual Report (Form 10-K) for the year
  ended December 31, 1995, have been audited by Ernst & Young LLP, independent
  auditors, as set forth in their report thereon included therein and incorporated
  herein by reference. Such consolidated financial statements are incorporated
  herein by reference in reliance upon such report given upon the authority of
  such firm as experts in accounting and auditing.
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            Section 67 of the Massachusetts Business Corporation Law and Section 9
  of the By-Laws of the Company provide for indemnification of directors and
  officers under certain circumstances. In addition, Article 6 of the Company's
  Restated Articles of Organization provides for the limitation of liability of
  directors under certain circumstances.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
            Not Applicable.
  
  Item 8.   EXHIBITS.
  
            The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  Item 9.   UNDERTAKINGS.
  
       A.   The Company 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 which,
            individually or in the
  
                                         -3-
  
  <PAGE>   4
  
  
  
            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; PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii)
            do not apply if the information required to be in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the Company 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
  Plan.
  
       B.   The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Company'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 under the Securities Act of
  1933 may be permitted to directors, officers, and controlling persons of the
  Company pursuant to the foregoing provisions or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person of the
  Company 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 Company will, unless in the opinion of its
  counsel the matter has been settled by
  
                                         -4-
  
  <PAGE>   5
  
  
  
  controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities act of 1933, the Company
  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 City of Lexington, Massachusetts, on this 26th day of December,
  1996.
  
                                            THE DEWOLFE COMPANIES, INC.
  
  
  
                                            By/s/ Richard B. DeWolfe
                                              ------------------------------------
                                                Richard B. DeWolfe, President
                                                (Principal Executive Officer)
  
  
  
                                            By/s/ James A. Marcotte
                                              ------------------------------------
                                                James A. Marcotte
                                                Senior Vice President
                                                (Principal Financial Officer)
  
  
  
                                         -5-
  
  <PAGE>   6
  
  
  
                                  POWER OF ATTORNEY
  
       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. By so signing, each of the undersigned in
  his capacity as a director or officer, or both, as the case may be, does hereby
  appoint Richard B. DeWolfe, Edward S. Brewer, Jr. and Patrick J. Kinney, Jr., or
  any one of them acting singly, his lawful attorney to execute in his name, place
  and stead, any and all amendments to said Registration Statement and all
  instruments necessary or incidental in connection therewith, and to file the
  same with the Securities and Exchange Commission. Said attorney shall have the
  full powers and authority to do and perform in the name and on behalf of each of
  the undersigned, in any and all capacities, every act whatsoever requisite or
  necessary to be done in the premises as fully, and to all intents and purposes,
  as each of the undersigned might do in person, hereby ratifying, and approving
  the acts of such attorney.
  
  <TABLE>
  <CAPTION>
                                                Title                                 Date
                                                -----                                 ----
   
  <S>                                        <C>                                <C> 
  /s/ Richard B. DeWolfe                     Chairman of the                    December 26, 1996
  -------------------------------------        Board, President,
        Richard B. DeWolfe                     Chief Executive
                                               Officer, and
                                               Treasurer
                                               
  
  /s/ James A. Marcotte                      Senior Vice                        December 26, 1996
  -------------------------------------        President, Chief
          James A. Marcotte                    Financial Officer,
                                               and Chief Accounting
                                               Officer
                                                                    
  
  /s/ A. Clinton Allen                       Director                           December 26, 1996
  -------------------------------------
          A. Clinton Allen
  
  
  /s/ R. Robert Popeo                        Director                           December 26, 1996
  -------------------------------------
           R. Robert Popeo
  
  
  /s/ Paul R. Del Rossi                      Director                           December 23, 1996
  -------------------------------------
          Paul R. Del Rossi
  
  </TABLE>
                                         -6-
  
  <PAGE>   7
  
  
  <TABLE>
  
                                    EXHIBIT INDEX
                                    -------------
  <CAPTION>
  
  Exhibit                                                                               Sequentially
  Number                               Description                                      Numbered Page
  ------                               -----------                                      -------------
  
  <S>            <C>                                                                          <C>
   4.1           Restated Articles of Organization of the Company
                 [incorporated herein by reference to the Company's
                 Registration Statement on Form S-18 (File No.
                 33-48113-B)]                                                                 N/A
  
   4.2           By-laws of the Company [incorporated by reference
                 to the Company's Registration Statement on
                 Form S-18 (File No. 33-48113-B)]                                             N/A
  
   4.3           Specimen Stock Certificate [incorporated by reference
                 to the Company's Registration Statement on
                 Form S-18 (File No. 33-48113-B)]                                             N/A
  
   4.4           The Company's 1992 Non-Employee Director Stock
                 Option Plan, as amended                                                      8
  
   5             Opinion of Lynch, Brewer, Hoffman & Sands, LLP                               13
  
  23.1           Consent of Lynch, Brewer, Hoffman & Sands, LLP                               N/A
                 (included in Exhibit 5)
  
  23.2           Consent of Ernst & Young LLP                                                 14
  
  24             Power of Attorney                                                            6
  
  99             Copy of Section 67 of the Massachusetts Business
                 Corporation Law with respect to indemnification of
                 officers and directors (incorporated by reference to the
                 Company's Registration Statement on Form S-18
                 (File No. 33-48113-B))                                                       N/A
  
  
  </TABLE>
  
  
                                         -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "THE DEWOLFE COMPANIES, INC.", "secsgml_size_bytes": 16349}]
metadata_filer: {"company-data": {"conformed-name": "DEWOLFE COMPANIES INC", "cik": "0000888138", "assigned-sic": "6531", "irs-number": "042895334", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18995", "film-number": "96688309"}, "business-address": {"street1": "80 HAYDEN AVE", "city": "LEXINGTON", "state": "MA", "zip": "02173", "phone": "6178635858"}, "mail-address": {"street1": "30 HAYDEN AVE", "city": "LEXINGTON", "state": "MA", "zip": "02173"}}
text: 1
                                                 Registration No. 333-
                                                                  ----------------
  
                         Securities and Exchange Commission
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             THE DEWOLFE COMPANIES, INC.
                         (Exact name of issuer as specified
                                   in its charter)
  
                MASSACHUSETTS                             04-2895334
        (State or other jurisdiction of       (I.R.S. Employer Identification No.)
        incorporation or organization)
  
                  80 Hayden Avenue, Lexington, Massachusetts 02173
                      (Address of principal executive offices)
  
                             THE DEWOLFE COMPANIES, INC.
                    1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 Richard B. DeWolfe
                             The DeWolfe Companies, Inc.
                                  80 Hayden Avenue
                           Lexington, Massachusetts 02173
                                   (617) 863-5858
  
                                     Copies to:
                            Patrick J. Kinney, Jr., Esq.
                         Lynch, Brewer, Hoffman & Sands, LLP
                                 101 Federal Street
                             Boston, Massachusetts 02110
                                   (617) 951-0800
              (Name, address and telephone number of agent for service)
  
       Approximate date of Commencement of Sale pursuant to the plan: Upon
  issuance and exercise of options.
  
                           CALCULATION OF REGISTRATION FEE
  ============================================================================================
  Title of                               Proposed          Proposed
        securities              Amount           maximum           maximum           Amount of
         of to be               to be         offering price    aggregate offer-     registra-
        registered           registered(1)     per share(2)       ing price           tion fee
        ----------           -------------     ------------       ---------           --------
  Common Stock,
         $.01 par
          value                 100,000           $5.31            $531,000            $161.91
  (1)      The registration statement also includes an indeterminable number of
           additional shares that may become issuable as a result of terminated,
           expired or surrendered options or pursuant to the antidilution
           provisions of the Plan.
  
  (2)      Computed on the basis of the closing sales price of securities of the
           same class, as reported on the American Stock Exchange on December 23,
           1996.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       Certain important information is set forth in certain reports or statements
  filed by The DeWolfe Companies, Inc. (the "Company") with the Securities and
  Exchange Commission. The reports or documents listed below are incorporated
  herein by reference:
  
            (a) The DeWolfe Companies, Inc.'s (the "Company") latest Annual Report
  on Form 10-K for the fiscal year ended December 31, 1995 (which incorporates by
  reference certain portions of the Company's Proxy Statement for the Company's
  1996 Annual Meeting of Stockholders held on May 14, 1996);
  
            (b) The Company's latest Quarterly Report on Form 10-Q for the fiscal
  quarter ended March 31, 1996;
  
            (c) The Company's latest Quarterly Report on Form 10-Q for the fiscal
  quarter ended June 30, 1996;
  
            (d) The Company's latest Quarterly Report on Form 10-Q for the fiscal
  quarter ended September 30, 1996;
  
            (e) All other reports filed by the Company pursuant to Section 13 or
  15(d) of the Securities Exchange Act of 1934 for periods since September 30,
  1996;
  
            (f) The information set forth under "Description of Registrant's
  Securities to be Registered" in the Company's Registration Statement on Form 8-A
  filed on April 15, 1995 (File No. 1-11278) (which incorporates by reference the
  description of the Company's securities contained in the Company's Registration
  Statement on Form S-18 (File No. 33-48113-B); and
  
            (g) The Company's Registration Statements on Form S-8 (Registration
  Nos. 33-56504 and 33-84136).
  
       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference and to be a part hereof from the date of filing
  such reports and documents.
  
                                         -2-
  3
  
  Item 4.   DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  Item 5.   EXPERTS
  
            The consolidated financial statements of The DeWolfe Companies, Inc.
  appearing in The DeWolfe Companies, Inc. Annual Report (Form 10-K) for the year
  ended December 31, 1995, have been audited by Ernst & Young LLP, independent
  auditors, as set forth in their report thereon included therein and incorporated
  herein by reference. Such consolidated financial statements are incorporated
  herein by reference in reliance upon such report given upon the authority of
  such firm as experts in accounting and auditing.
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            Section 67 of the Massachusetts Business Corporation Law and Section 9
  of the By-Laws of the Company provide for indemnification of directors and
  officers under certain circumstances. In addition, Article 6 of the Company's
  Restated Articles of Organization provides for the limitation of liability of
  directors under certain circumstances.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
            Not Applicable.
  
  Item 8.   EXHIBITS.
  
            The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  Item 9.   UNDERTAKINGS.
  
       A.   The Company 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 which,
            individually or in the
  
                                         -3-
  4
  
            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; PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii)
            do not apply if the information required to be in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the Company 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
  Plan.
  
       B.   The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Company'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 under the Securities Act of
  1933 may be permitted to directors, officers, and controlling persons of the
  Company pursuant to the foregoing provisions or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person of the
  Company 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 Company will, unless in the opinion of its
  counsel the matter has been settled by
  
                                         -4-
  5
  
  controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities act of 1933, the Company
  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 City of Lexington, Massachusetts, on this 26th day of December,
  1996.
  
                                            THE DEWOLFE COMPANIES, INC.
  
                                            By/s/ Richard B. DeWolfe
                                              ------------------------------------
                                                Richard B. DeWolfe, President
                                                (Principal Executive Officer)
  
                                            By/s/ James A. Marcotte
                                              ------------------------------------
                                                James A. Marcotte
                                                Senior Vice President
                                                (Principal Financial Officer)
  
                                         -5-
  6
  
                                  POWER OF ATTORNEY
  
       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. By so signing, each of the undersigned in
  his capacity as a director or officer, or both, as the case may be, does hereby
  appoint Richard B. DeWolfe, Edward S. Brewer, Jr. and Patrick J. Kinney, Jr., or
  any one of them acting singly, his lawful attorney to execute in his name, place
  and stead, any and all amendments to said Registration Statement and all
  instruments necessary or incidental in connection therewith, and to file the
  same with the Securities and Exchange Commission. Said attorney shall have the
  full powers and authority to do and perform in the name and on behalf of each of
  the undersigned, in any and all capacities, every act whatsoever requisite or
  necessary to be done in the premises as fully, and to all intents and purposes,
  as each of the undersigned might do in person, hereby ratifying, and approving
  the acts of such attorney.
  Title                                 Date
                                                -----                                 ----
  /s/ Richard B. DeWolfe                     Chairman of the                    December 26, 1996
  -------------------------------------        Board, President,
        Richard B. DeWolfe                     Chief Executive
                                               Officer, and
                                               Treasurer
                                               
  
  /s/ James A. Marcotte                      Senior Vice                        December 26, 1996
  -------------------------------------        President, Chief
          James A. Marcotte                    Financial Officer,
                                               and Chief Accounting
                                               Officer
                                                                    
  
  /s/ A. Clinton Allen                       Director                           December 26, 1996
  -------------------------------------
          A. Clinton Allen
  
  /s/ R. Robert Popeo                        Director                           December 26, 1996
  -------------------------------------
           R. Robert Popeo
  
  /s/ Paul R. Del Rossi                      Director                           December 23, 1996
  -------------------------------------
          Paul R. Del Rossi
  -6-
  7
  
                                    EXHIBIT INDEX
                                    -------------
  Exhibit                                                                               Sequentially
  Number                               Description                                      Numbered Page
  ------                               -----------                                      -------------
  4.1           Restated Articles of Organization of the Company
                 [incorporated herein by reference to the Company's
                 Registration Statement on Form S-18 (File No.
                 33-48113-B)]                                                                 N/A
  
   4.2           By-laws of the Company [incorporated by reference
                 to the Company's Registration Statement on
                 Form S-18 (File No. 33-48113-B)]                                             N/A
  
   4.3           Specimen Stock Certificate [incorporated by reference
                 to the Company's Registration Statement on
                 Form S-18 (File No. 33-48113-B)]                                             N/A
  
   4.4           The Company's 1992 Non-Employee Director Stock
                 Option Plan, as amended                                                      8
  
   5             Opinion of Lynch, Brewer, Hoffman & Sands, LLP                               13
  
  23.1           Consent of Lynch, Brewer, Hoffman & Sands, LLP                               N/A
                 (included in Exhibit 5)
  
  23.2           Consent of Ernst & Young LLP                                                 14
  
  24             Power of Attorney                                                            6
  
  99             Copy of Section 67 of the Massachusetts Business
                 Corporation Law with respect to indemnification of
                 officers and directors (incorporated by reference to the
                 Company's Registration Statement on Form S-18
                 (File No. 33-48113-B))                                                       N/A
  -7-