EXHIBIT 24



                                POWER OF ATTORNEY


     KNOWN ALL MEN BY THESE PRESENTS that each individual whose signature 
appears below constitutes and appoints Myles M. Kranzler and Edward J. 
Klinsport, and each of them, his true and lawful attorneys-in-fact and agents 
with full power of substitution, for him and in his name, place and stead in 
any and all capacities, to sign the Registration Statement on Form S-3 dated 
February 14, 1997 and any amendments thereto, and to file same, with all 
exhibits thereto, and all 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 to comply with the 
provisions of the Securities Act of 1933, and all requirements of the 
Securities and Exchange Commission, hereby ratifying and confirming all that 
said attorneys-in-fact and agents or any of them, or their or his 
substitutes, may lawfully do or cause to be done by virtue thereof. 

                                
                                /S/ MYLES M. KRANZLER
                                ------------------------
                                Myles M. Kranzler
   

                                /S/ EDWARD J. KLINSPORT
                                ------------------------
                                Edward J. Klinsport


                                /S/ ALAN J. EISENBERG
                                ------------------------
                                Alan J. Eisenberg


                                /S/ ALEXANDER M. ADELSON
                                ------------------------
                                Alexander M. Adelson
    

                                /S/ ALAN S. POOLE
                                ------------------------
                                Alan S. Poole


                                /S/ SUSAN M. KLINSPORT
                                ------------------------
                                Susan M. Klinsport


                                     II-11