content: <PAGE>   1
        As filed with the Securities and Exchange Commission on July 1, 1996
                                                      Registration No. 333-_______
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
                               ----------------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             BANK OF BOSTON CORPORATION
  
               (Exact name of registrant as specified in its charter)
  
            ------------------------------------------------------------
  
                 MASSACHUSETTS                                     04-2471221     
       (State or other jurisdiction of                          (I.R.S. Employer  
        incorporation or organization)                         Identification No.)
                                                                   
  100 FEDERAL STREET, BOSTON, MASSACHUSETTS                          02110
   (Address of Principal Executive Offices)                        (Zip Code)
  
  
                        THE BOSTON BANCORP STOCK OPTION PLAN
  
                      THE BOSTON BANCORP 1989 STOCK OPTION PLAN
  
                      THE BOSTON BANCORP 1994 STOCK OPTION PLAN
                             (Full titles of the plans)
  
                     -------------------------------------------
  
     GARY A. SPIESS, ESQ.                        JANICE B. LIVA, ESQ.
   General Counsel and Clerk         Assistant General Counsel and Assistant Clerk
  
  BANK OF BOSTON CORPORATION                  BANK OF BOSTON CORPORATION
      100 FEDERAL STREET                          100 FEDERAL STREET
  BOSTON, MASSACHUSETTS 02110                 BOSTON, MASSACHUSETTS 02110
        617-434-2870                                 617-434-8630
    (Names, addresses and telephone numbers, including area codes, of agents for
                                      service)
  
                     -------------------------------------------
  
  <TABLE>
                                     CALCULATION OF REGISTRATION FEE
  
  ===================================================================================================
  <CAPTION>
                                                 Proposed            Proposed       
                                 Amount          Maximum             Maximum            Amount of     
    Title of Securities          to be       Offering Price Per      Aggregate       Registration Fee
     to be Registered          Registered        Unit (1)        Offering Price (1)       (1)                           
  - ---------------------------------------------------------------------------------------------------  
  <S>                         <C>                <C>                 <C>               <C>     
  Common Stock, par value     50,000 shares      $48.9375            $2,446,875.00     $843.75
  $1.50 per share (2)
  ===================================================================================================
  
  <FN>
  
       (1)  Estimated solely for the purpose of computing the registration fee
            pursuant to Rule 457(c) based on the average of the high and low
            prices of the Common Stock on June 26, 1996, as reported on the 
            consolidated reporting system.
  
       (2)  Includes Preferred Stock Purchase Rights. Prior to the occurrence of
            certain events, the Rights will not be exercisable or evidenced
            separately from the Common Stock.
  </TABLE>
  
  
  <PAGE>   2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
          Bank of Boston Corporation (the "Corporation") hereby incorporates by
  reference into this registration statement the following documents and
  information heretofore filed with the Securities and Exchange Commission (the
  "Commission"):
  
          a.      The Corporation's latest annual report filed pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act");
  
          b.      All other reports filed by the Corporation pursuant to Section
                  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 Corporation's common stock (the "Common
                  Stock") contained in the Corporation's registration statement
                  filed under Section 12 of the Exchange Act, including any
                  amendment or report filed for the purpose of updating such
                  description; and
  
          d.      The description of the Corporation's Preferred Stock Purchase
                  Rights contained in the Corporation's registration statement on
                  Form 8-A dated July 2, 1990, including any amendment or report
                  filed for the purpose of updating such description.
  
          All documents subsequently filed by the Corporation pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
  Item 4. Description of Securities.
  
          Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
          The validity of the shares of Common Stock offered herein has been
  passed upon for the Corporation by Gary A. Spiess, General Counsel of the
  Corporation, 100 Federal Street, Boston, Massachusetts 02110. Mr. Spiess is also
  an officer of certain other subsidiaries of the Corporation. As of June 10,
  1996, Mr. Spiess had a direct or indirect interest in 31,688 shares of Common
  Stock and had options to purchase an additional 60,083 shares, of which options
  to purchase 42,116 shares will be exercisable within 60 days after June 10,
  1996.
  
  
                                        -2-
  <PAGE>   3
  
  Item 6. Indemnification of Directors and Officers.
  
          Section 67 of Chapter 156B of the Massachusetts General Laws authorizes
  a corporation to indemnify any director, officer, employee or other agent of the
  corporation to whatever extent specified in or authorized by (a) the articles of
  organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
  the holders of a majority of the shares of stock entitled to vote on the
  election of directors.
  
          The Corporation's By-Laws provide indemnity to the Corporation's
  directors and officers in such capacity or as directors or officers of a
  wholly-owned subsidiary of the Corporation for liability resulting from
  judgments, fines, expenses or settlement amounts incurred in connection with any
  action, including an action by or in the right of the Corporation, brought
  against such person in such capacity. Under Massachusetts law and the By-Laws,
  no indemnification may be provided for any person with respect to any matter as
  to which he or she shall have been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that his or her action was in the
  best interest of the Corporation or of such subsidiary. The By-Laws also provide
  that, with respect to any matter disposed of by a compromise payment by such
  director or officer pursuant to a consent decree or otherwise, no
  indemnification shall be provided unless such indemnification shall be ordered
  by a court or such compromise shall be approved as being in the best interest of
  the Corporation, after notice that it involves such indemnification: (a) by a
  disinterested majority of the directors then in office, (b) by a majority of the
  disinterested directors then in office, provided that there has been obtained an
  opinion in writing of independent counsel to the effect that such person appears
  to have acted in good faith in the reasonable belief that his or her action was
  in the best interests of the Corporation or (c) by the holders of a majority of
  the outstanding stock at the time entitled to vote for directors, exclusive of
  any stock owned by any interested director or officer. Under Massachusetts law,
  a court may uphold indemnification in connection with a suit in which there is a
  recovery by or in the right of the corporation.
  
          The By-Laws also provide for indemnification for all other directors and
  officers of the Corporation's wholly-owned subsidiaries to the extent authorized
  by the Board of Directors in each individual case, based on the same statutory
  standard set forth in the preceding paragraph. Where such a person is wholly
  successful in defending the claim, he or she shall be entitled to
  indemnification. Directors and officers of other subsidiaries and employees and
  agents of the Corporation and any subsidiaries may be indemnified as determined
  by the Board from time to time.
  
          In addition, as permitted by Section 67 of Chapter 156B of the
  Massachusetts General Laws, the Corporation maintains liability insurance
  covering directors and officers of the Corporation and its subsidiaries.
  
  Item 7. Exemption from Registration Claimed.
  
          Not applicable.
  
                                        -3-
  
  <PAGE>   4
  
  Item 8. Exhibits.
  
          5       Opinion of Gary A. Spiess, Esq., as to the validity of the
                  shares of Common Stock offered herein.
  
          23(a)   Consent of Gary A. Spiess, Esq. (included in Exhibit 5(a)).
  
          23(b)   Consent of Coopers & Lybrand L.L.P.
  
          23(c)   Consent of KPMG Peat Marwick LLP.
  
          24      Power of Attorney of certain officers and directors.
  
  Item 9. Undertakings.
  
          The Corporation hereby undertakes:
  
          (1)     To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration statement
                  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;
  
          (2)     That, for the purpose of determining any liability under the
                  Securities Act of 1933, as amended (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.
  
          (3)     To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.
  
          The Corporation hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Corporation's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
  filing of the Savings 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 herein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
  
  
                                        -4-
  <PAGE>   5
  
  
          Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Corporation pursuant to the provisions described in Item 6, or otherwise, the
  Corporation has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Corporation of expenses
  incurred or paid by a director, officer or controlling person of the Corporation
  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 Corporation 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
  Corporation 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 the
  28th day of June, 1996.
  
                                              BANK OF BOSTON CORPORATION
  
                                              By  /s/ GARY A. SPIESS
                                                ---------------------------
                                                     (Gary A. Spiess)
                                                (General Counsel and Clerk)
  
          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 date indicated.
  
          SIGNATURE                        TITLE                         DATE
          ---------                        -----                         ----
  
                                 Chairman of the Board of 
                                 Directors, Chief Executive
                                 Officer and President and 
  /s/ CHARLES K. GIFFORD*        Director (Chief Executive           June 28, 1996
  - ---------------------------    Officer)                                     
     (Charles K. Gifford)
  
                                 Vice Chairman, Chief 
                                 Financial Officer and
  /s/ WILLIAM J. SHEA*           Treasurer (Chief                    June 28, 1996
  - ---------------------------    Financial Officer)                  
     (William J. Shea)                                                        
  
  
  /s/ ROBERT T. JEFFERSON*       Comptroller (Chief Accounting       June 28, 1996
  - ---------------------------    Officer)                                    
     (Robert T. Jefferson)       
  
  
                                        -6-
  <PAGE>   7
  
          SIGNATURE                        TITLE                         DATE
          ---------                        -----                         ----
  
  - ---------------------------             Director                   June   , 1996
       (Wayne A. Budd)
  
  /s/ WILLIAM F. CONNELL*                 Director                   June 28, 1996
  - ---------------------------
     (William F. Connell)
  
  /s/ GARY L. COUNTRYMAN*                 Director                   June 28, 1996
  - --------------------------                                                   
     (Gary L. Countryman)
  
  
  - ---------------------------             Director                   June   , 1996
      (Alice F. Emerson)
  
  
  - ---------------------------             Director                   June   , 1996
       (Thomas J. May)
  
  
  - ---------------------------             Director                   June   , 1996
      (Donald F. McHenry)
  
  
  - ---------------------------             Director                   June   , 1996
       (J. Donald Monan)
  
  /s/ PAUL C. O'BRIEN*                    Director                   June 28, 1996
  - ---------------------------
     (Paul C. O'Brien)
  
  /s/ JOHN W. ROWE*                       Director                   June 28, 1996
  - ---------------------------
     (John W. Rowe)
  
  /s/ RICHARD A. SMITH*                   Director                   June 28, 1996
  - ---------------------------
     (Richard A. Smith)
  
  /s/ WILLIAM C. VAN FAASEN*              Director                   June 28, 1996
  - ---------------------------
     (William C. Van Faasen)
  
  /s/ THOMAS B. WHEELER*                  Director                   June 28, 1996
  - ---------------------------
     (Thomas B. Wheeler)
  
  
  - ---------------------------             Director                   June   , 1996
      (Alfred M. Zeien)
  
  
  *By: /s/ GARY A. SPIESS
       ----------------------------------
       (Gary A. Spiess, Attorney-in-Fact)
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BANK OF BOSTON CORPORATION", "secsgml_size_bytes": 16881}]
metadata_filer: {"company-data": {"conformed-name": "BANK OF BOSTON CORP", "cik": "0000036672", "assigned-sic": "6021", "irs-number": "042471221", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07329", "film-number": "96589594"}, "business-address": {"street1": "100 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174342200"}, "former-company": {"former-conformed-name": "FIRST NATIONAL BOSTON CORP", "date-changed": "19830414"}}
text: 1
        As filed with the Securities and Exchange Commission on July 1, 1996
                                                      Registration No. 333-_______
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
                               ----------------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             BANK OF BOSTON CORPORATION
  
               (Exact name of registrant as specified in its charter)
  
            ------------------------------------------------------------
  
                 MASSACHUSETTS                                     04-2471221     
       (State or other jurisdiction of                          (I.R.S. Employer  
        incorporation or organization)                         Identification No.)
                                                                   
  100 FEDERAL STREET, BOSTON, MASSACHUSETTS                          02110
   (Address of Principal Executive Offices)                        (Zip Code)
  
                        THE BOSTON BANCORP STOCK OPTION PLAN
  
                      THE BOSTON BANCORP 1989 STOCK OPTION PLAN
  
                      THE BOSTON BANCORP 1994 STOCK OPTION PLAN
                             (Full titles of the plans)
  
                     -------------------------------------------
  
     GARY A. SPIESS, ESQ.                        JANICE B. LIVA, ESQ.
   General Counsel and Clerk         Assistant General Counsel and Assistant Clerk
  
  BANK OF BOSTON CORPORATION                  BANK OF BOSTON CORPORATION
      100 FEDERAL STREET                          100 FEDERAL STREET
  BOSTON, MASSACHUSETTS 02110                 BOSTON, MASSACHUSETTS 02110
        617-434-2870                                 617-434-8630
    (Names, addresses and telephone numbers, including area codes, of agents for
                                      service)
  
                     -------------------------------------------
  
                                     CALCULATION OF REGISTRATION FEE
  
  ===================================================================================================
  Proposed            Proposed       
                                 Amount          Maximum             Maximum            Amount of     
    Title of Securities          to be       Offering Price Per      Aggregate       Registration Fee
     to be Registered          Registered        Unit (1)        Offering Price (1)       (1)                           
  - ---------------------------------------------------------------------------------------------------
  Common Stock, par value     50,000 shares      $48.9375            $2,446,875.00     $843.75
  $1.50 per share (2)
  ===================================================================================================
  (1)  Estimated solely for the purpose of computing the registration fee
            pursuant to Rule 457(c) based on the average of the high and low
            prices of the Common Stock on June 26, 1996, as reported on the 
            consolidated reporting system.
  
       (2)  Includes Preferred Stock Purchase Rights. Prior to the occurrence of
            certain events, the Rights will not be exercisable or evidenced
            separately from the Common Stock.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
          Bank of Boston Corporation (the "Corporation") hereby incorporates by
  reference into this registration statement the following documents and
  information heretofore filed with the Securities and Exchange Commission (the
  "Commission"):
  
          a.      The Corporation's latest annual report filed pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act");
  
          b.      All other reports filed by the Corporation pursuant to Section
                  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 Corporation's common stock (the "Common
                  Stock") contained in the Corporation's registration statement
                  filed under Section 12 of the Exchange Act, including any
                  amendment or report filed for the purpose of updating such
                  description; and
  
          d.      The description of the Corporation's Preferred Stock Purchase
                  Rights contained in the Corporation's registration statement on
                  Form 8-A dated July 2, 1990, including any amendment or report
                  filed for the purpose of updating such description.
  
          All documents subsequently filed by the Corporation pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
  Item 4. Description of Securities.
  
          Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
          The validity of the shares of Common Stock offered herein has been
  passed upon for the Corporation by Gary A. Spiess, General Counsel of the
  Corporation, 100 Federal Street, Boston, Massachusetts 02110. Mr. Spiess is also
  an officer of certain other subsidiaries of the Corporation. As of June 10,
  1996, Mr. Spiess had a direct or indirect interest in 31,688 shares of Common
  Stock and had options to purchase an additional 60,083 shares, of which options
  to purchase 42,116 shares will be exercisable within 60 days after June 10,
  1996.
  
                                        -2-
  3
  
  Item 6. Indemnification of Directors and Officers.
  
          Section 67 of Chapter 156B of the Massachusetts General Laws authorizes
  a corporation to indemnify any director, officer, employee or other agent of the
  corporation to whatever extent specified in or authorized by (a) the articles of
  organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
  the holders of a majority of the shares of stock entitled to vote on the
  election of directors.
  
          The Corporation's By-Laws provide indemnity to the Corporation's
  directors and officers in such capacity or as directors or officers of a
  wholly-owned subsidiary of the Corporation for liability resulting from
  judgments, fines, expenses or settlement amounts incurred in connection with any
  action, including an action by or in the right of the Corporation, brought
  against such person in such capacity. Under Massachusetts law and the By-Laws,
  no indemnification may be provided for any person with respect to any matter as
  to which he or she shall have been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that his or her action was in the
  best interest of the Corporation or of such subsidiary. The By-Laws also provide
  that, with respect to any matter disposed of by a compromise payment by such
  director or officer pursuant to a consent decree or otherwise, no
  indemnification shall be provided unless such indemnification shall be ordered
  by a court or such compromise shall be approved as being in the best interest of
  the Corporation, after notice that it involves such indemnification: (a) by a
  disinterested majority of the directors then in office, (b) by a majority of the
  disinterested directors then in office, provided that there has been obtained an
  opinion in writing of independent counsel to the effect that such person appears
  to have acted in good faith in the reasonable belief that his or her action was
  in the best interests of the Corporation or (c) by the holders of a majority of
  the outstanding stock at the time entitled to vote for directors, exclusive of
  any stock owned by any interested director or officer. Under Massachusetts law,
  a court may uphold indemnification in connection with a suit in which there is a
  recovery by or in the right of the corporation.
  
          The By-Laws also provide for indemnification for all other directors and
  officers of the Corporation's wholly-owned subsidiaries to the extent authorized
  by the Board of Directors in each individual case, based on the same statutory
  standard set forth in the preceding paragraph. Where such a person is wholly
  successful in defending the claim, he or she shall be entitled to
  indemnification. Directors and officers of other subsidiaries and employees and
  agents of the Corporation and any subsidiaries may be indemnified as determined
  by the Board from time to time.
  
          In addition, as permitted by Section 67 of Chapter 156B of the
  Massachusetts General Laws, the Corporation maintains liability insurance
  covering directors and officers of the Corporation and its subsidiaries.
  
  Item 7. Exemption from Registration Claimed.
  
          Not applicable.
  
                                        -3-
  4
  
  Item 8. Exhibits.
  
          5       Opinion of Gary A. Spiess, Esq., as to the validity of the
                  shares of Common Stock offered herein.
  
          23(a)   Consent of Gary A. Spiess, Esq. (included in Exhibit 5(a)).
  
          23(b)   Consent of Coopers & Lybrand L.L.P.
  
          23(c)   Consent of KPMG Peat Marwick LLP.
  
          24      Power of Attorney of certain officers and directors.
  
  Item 9. Undertakings.
  
          The Corporation hereby undertakes:
  
          (1)     To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration statement
                  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;
  
          (2)     That, for the purpose of determining any liability under the
                  Securities Act of 1933, as amended (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.
  
          (3)     To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.
  
          The Corporation hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Corporation's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
  filing of the Savings 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 herein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
  
                                        -4-
  5
  
          Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Corporation pursuant to the provisions described in Item 6, or otherwise, the
  Corporation has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Corporation of expenses
  incurred or paid by a director, officer or controlling person of the Corporation
  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 Corporation 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
  Corporation 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 the
  28th day of June, 1996.
  
                                              BANK OF BOSTON CORPORATION
  
                                              By  /s/ GARY A. SPIESS
                                                ---------------------------
                                                     (Gary A. Spiess)
                                                (General Counsel and Clerk)
  
          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 date indicated.
  
          SIGNATURE                        TITLE                         DATE
          ---------                        -----                         ----
  
                                 Chairman of the Board of 
                                 Directors, Chief Executive
                                 Officer and President and 
  /s/ CHARLES K. GIFFORD*        Director (Chief Executive           June 28, 1996
  - ---------------------------    Officer)                                     
     (Charles K. Gifford)
  
                                 Vice Chairman, Chief 
                                 Financial Officer and
  /s/ WILLIAM J. SHEA*           Treasurer (Chief                    June 28, 1996
  - ---------------------------    Financial Officer)                  
     (William J. Shea)                                                        
  
  /s/ ROBERT T. JEFFERSON*       Comptroller (Chief Accounting       June 28, 1996
  - ---------------------------    Officer)                                    
     (Robert T. Jefferson)       
  
                                        -6-
  7
  
          SIGNATURE                        TITLE                         DATE
          ---------                        -----                         ----
  
  - ---------------------------             Director                   June   , 1996
       (Wayne A. Budd)
  
  /s/ WILLIAM F. CONNELL*                 Director                   June 28, 1996
  - ---------------------------
     (William F. Connell)
  
  /s/ GARY L. COUNTRYMAN*                 Director                   June 28, 1996
  - --------------------------                                                   
     (Gary L. Countryman)
  
  - ---------------------------             Director                   June   , 1996
      (Alice F. Emerson)
  
  - ---------------------------             Director                   June   , 1996
       (Thomas J. May)
  
  - ---------------------------             Director                   June   , 1996
      (Donald F. McHenry)
  
  - ---------------------------             Director                   June   , 1996
       (J. Donald Monan)
  
  /s/ PAUL C. O'BRIEN*                    Director                   June 28, 1996
  - ---------------------------
     (Paul C. O'Brien)
  
  /s/ JOHN W. ROWE*                       Director                   June 28, 1996
  - ---------------------------
     (John W. Rowe)
  
  /s/ RICHARD A. SMITH*                   Director                   June 28, 1996
  - ---------------------------
     (Richard A. Smith)
  
  /s/ WILLIAM C. VAN FAASEN*              Director                   June 28, 1996
  - ---------------------------
     (William C. Van Faasen)
  
  /s/ THOMAS B. WHEELER*                  Director                   June 28, 1996
  - ---------------------------
     (Thomas B. Wheeler)
  
  - ---------------------------             Director                   June   , 1996
      (Alfred M. Zeien)
  
  *By: /s/ GARY A. SPIESS
       ----------------------------------
       (Gary A. Spiess, Attorney-in-Fact)
  
                                        -7-