E-36




                                  EXHIBIT 24

                              POWERS OF ATTORNEY






                               POWER OF ATTORNEY

            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.

                                                      /s/Donald G. Barger, Jr.
                                                         Donald G. Barger, Jr.





                               POWER OF ATTORNEY

            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.

                                                           /s/ Robert J. Borel
                                                               Robert J. Borel





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.

                                                          /s/Charles R. Carson
                                                             Charles R. Carson





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.

                                                   /s/ William S. Dietrich, II
                                                       William S. Dietrich, II





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.

                                                         /s/ Edward A. Ferkany
                                                             Edward A. Ferkany





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.

                                                            /s/ John E. Fisher
                                                                John E. Fisher





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.


                                                            /s/ John F. Havens
                                                                John F. Havens





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.


                                                         /s/ Thomas L. Hockman
                                                             Thomas L. Hockman





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.


                                                           /s/ Robert J. Klein
                                                               Robert J. Klein





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.



                                                          /s/ Pete A. Klisares
                                                              Pete A. Klisares





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.



                                                      /s/ Katherine S. LeVeque
                                                          Katherine S. LeVeque





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.



                                                         /s/ Donal H. Malenick
                                                             Donal H. Malenick





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.



                                                         /s/ John H. McConnell
                                                             John H. McConnell





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.



                                                         /s/ John P. McConnell
                                                             John P. McConnell





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.



                                                         /s/ Robert B. McCurry
                                                             Robert B. McCurry





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.



                                                          /s/ Charles D. Minor
                                                              Charles D. Minor





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.



                                                        /s/ Gerald B. Mitchell
                                                            Gerald B. Mitchell





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of Worthington Industries, Inc., a Delaware corporation, which
is about to file with the  Securities  and  Exchange  Commission,  Washington,
D.C., under the provisions of the Securities Act of 1934, its Annual Report on
Form 10-K for the year ended May 31, 1996  constitutes  and appoints  Donal H.
Malenick,  Donald G.  Barger,  Jr. and Dale T.  Brinkman,  his true and lawful
attorneys-in-fact  and agents,  with full power to act without the other,  for
him and in his name, place and stead, in any and all capacities,  to sign such
Annual Report and any or all amendments  thereto,  and to file the same,  with
all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming all that said  attorney-in-fact  and
agents or any of them or their or his substitute or  substitutes  may lawfully
do or cause to be done by virtue hereof.
            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
16th day of August, 1996.



                                                         /s/ James Petropoulos
                                                             James Petropoulos