EXHIBIT 24.1


                          POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond  Sadowski,  and  each of them, his attorneys-in-fact and agents
with full power of substitution,  to  execute  for him and in his behalf in
any and all capacities this Registration Statement,  any amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.


                                   /S/ LEON MACHIZ
                                   Leon Machiz
                                   Chairman of the Board, Chief Executive
                                   Officer and Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.



                                   /S/ RAYMOND SADOWSKI
                                   Raymond Sadowski
                                   Senior Vice President, Chief Financial
                                   Officer and Assistant Secretary






                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.



                                   /S/ JOHN F. COLE
                                   John F. Cole
                                   Controller







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.



                                   /S/ ROY VALLEE
                                   Roy Vallee
                                   President, Chief Operating Officer,
                                   Vice Chairman of the Board and Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  her attorneys-in-fact and agents
with full power of substitution, to execute  for  her  and in her behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/or any of  them  or  their or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     IN  WITNESS  WHEREOF,  the undersigned  has  executed  this  power  of
attorney this 28th day of January, 1998.


                                   /S/ ELEANOR BAUM
                                   Eleanor Baum, Director






                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.



                                   /S/ GERALD J. BERKMAN
                                   Gerald J. Berkman, Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.



                                   /S/ JOSEPH F. CALIGIURI
                                   Joseph F. Caligiuri, Director






                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.


                                   /S/  SYLVESTER D. HERLIHY
                                   Sylvester D. Herlihy
                                   Senior  Vice  President,  Secretary  and
Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and  Raymond  Sadowski,  and each of them, his attorneys-in-fact and agents
with full power of substitution,  to  execute  for him and in his behalf in
any and all capacities this Registration Statement,  any amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.


                                   /S/ EHUD HOUMINER
                                   Ehud Houminer, Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants 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  connection  with  the said
filing,  as  fully  to all intents and purposes as he might or could do  in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.



                                   /S/ SALVATORE J. NUZZO
                                   Salvatore J. Nuzzo, Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this  28th day of January, 1998.



                                   /S/ FREDERIC SALERNO
                                   Frederic Salerno, Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 27th day of January, 1998.


                                   /S/ DAVID SHAW
                                   David Shaw, Director








                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.



                                   /S/ KEITH WILLIAMS
                                   Keith Williams, Director









                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, and each  of  them,  his attorneys-in-fact and agents
with full power of substitution, to execute  for  him  and in his behalf in
any and all capacities this Registration Statement, any  amendments thereto
(including  post-effective amendments), and any other documents  incidental
thereto, and  to  file  the  same,  with all exhibits thereto and all other
required  documents,  with the Securities  and  Exchange  Commission.   The
undersigned further grants  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 connection  with  the  said
filing,  as  fully  to  all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/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  executed  this  power  of
attorney this 28th day of January, 1998.



                                   /S/ FREDERICK S. WOOD
                                   Frederick S. Wood, Director