EXHIBIT 24

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                               /s/  JOHN J. BYRNE
                                               ---------------------------------
                                                          John J. Byrne
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director and the President and Chief Executive Officer of
Financial Security Assurance Holdings Ltd., a New York corporation (the
"Company"), does hereby constitute and appoint each of Robert P. Cochran, Roger
K. Taylor and Bruce E. Stern to be his agent and attorney-in-fact, with the
power to act fully hereunder and with full power of substitution to act in the
name and on behalf of the undersigned, (i) to sign in the name and on behalf of
the undersigned, as Director and as President and Chief Executive Officer
(Principal Executive Officer) of the Company, and file with the Securities and
Exchange Commission, an Annual Report on Form 10-K for each fiscal year for
which the Company is required to file such an Annual Report, and any amendments
or supplements thereto, and (ii) to execute and deliver any instruments,
certificates or other documents which he shall deem necessary or proper in
connection with the filing of each such Annual Report on Form 10-K, and any such
amendment or supplement thereto, and generally to act for and in the name of the
undersigned with respect to each such filing as fully as could the undersigned
if then personally present and acting. The foregoing Power-of-Attorney shall be
in full force and effect for so long as the undersigned shall be a Director and
the President and Chief Executive Officer of the Company, unless and until
revoked by written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                             /s/  ROBERT P. COCHRAN
                                             -----------------------------------
                                                        Robert P. Cochran
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                            /s/  MICHAEL DJORDJEVICH
                                             -----------------------------------
                                                       Michael Djordjevich
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                              /s/  ROBERT N. DOWNEY
                                             -----------------------------------
                                                         Robert N. Downey
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                              /s/  ANTHONY M. FRANK
                                             -----------------------------------
                                                         Anthony M. Frank
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                              /s/  TOSHIKI KANEDA
                                             -----------------------------------
                                                         Toshiki Kaneda
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                              /s/  K. THOMAS KEMP
                                             -----------------------------------
                                                         K. Thomas Kemp
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                             /s/  DAVID O. MAXWELL
                                             -----------------------------------
                                                        David O. Maxwell
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                             /s/  JAMES M. OSTERHOFF
                                             -----------------------------------
                                                        James M. Osterhoff
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                             /s/  JAMES H. OZANNE
                                             -----------------------------------
                                                        James H. Ozanne
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                             /s/  STAATS PELLETT, JR.
                                             -----------------------------------
                                                        Staats Pellett, Jr.
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                              /s/  RICHARD A. POST
                                             -----------------------------------
                                                         Richard A. Post
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director and the Chief Operating Officer of Financial
Security Assurance Holdings Ltd., a New York corporation (the "Company"), does
hereby constitute and appoint each of Robert P. Cochran, Roger K. Taylor and
Bruce E. Stern to be his agent and attorney-in-fact, with the power to act fully
hereunder and with full power of substitution to act in the name and on behalf
of the undersigned, (i) to sign in the name and on behalf of the undersigned, as
Director and the Chief Operating Officer of the Company, and file with the
Securities and Exchange Commission, an Annual Report on Form 10-K for each
fiscal year for which the Company is required to file such an Annual Report, and
any amendments or supplements thereto, and (ii) to execute and deliver any
instruments, certificates or other documents which he shall deem necessary or
proper in connection with the filing of each such Annual Report on Form 10-K,
and any such amendment or supplement thereto, and generally to act for and in
the name of the undersigned with respect to each such filing as fully as could
the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director and the Chief Operating Officer of the Company,
unless and until revoked by written instrument delivered to the General Counsel
of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                              /s/  ROGER K. TAYLOR
                                             -----------------------------------
                                                         Roger K. Taylor
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                             /s/  ALLAN L. WATERS
                                             -----------------------------------
                                                        Allan L. Waters
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                              /s/  HOWARD ZELIKOW
                                             -----------------------------------
                                                         Howard Zelikow
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Managing Director and the Chief Financial Officer of
Financial Security Assurance Holdings Ltd., a New York corporation (the
"Company"), does hereby constitute and appoint each of Robert P. Cochran, Roger
K. Taylor and Bruce E. Stern to be his agent and attorney-in-fact, with the
power to act fully hereunder and with full power of substitution to act in the
name and on behalf of the undersigned, (i) to sign in the name and on behalf of
the undersigned, as Managing Director and Chief Financial Officer (Principal
Financial Officer) of the Company, and file with the Securities and Exchange
Commission, an Annual Report on Form 10-K for each fiscal year for which the
Company is required to file such an Annual Report, and any amendments or
supplements thereto, and (ii) to execute and deliver any instruments,
certificates or other documents which he shall deem necessary or proper in
connection with the filing of each such Annual Report on Form 10-K, and any such
amendment or supplement thereto, and generally to act for and in the name of the
undersigned with respect to each such filing as fully as could the undersigned
if then personally present and acting. The foregoing Power-of-Attorney shall be
in full force and effect for so long as the undersigned shall be a Managing
Director and the Chief Financial Officer of the Company, unless and until
revoked by written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                             /s/  JOHN A. HARRISON
                                             -----------------------------------
                                                        John A. Harrison
<PAGE>

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Managing Director and the Controller of Financial Security
Assurance Holdings Ltd., a New York corporation (the "Company"), does hereby
constitute and appoint each of Robert P. Cochran, Roger K. Taylor and Bruce E.
Stern to be his agent and attorney-in-fact, with the power to act fully
hereunder and with full power of substitution to act in the name and on behalf
of the undersigned, (i) to sign in the name and on behalf of the undersigned, as
Managing Director and Controller (Principal Accounting Officer) of the Company,
and file with the Securities and Exchange Commission, an Annual Report on Form
10-K for each fiscal year for which the Company is required to file such an
Annual Report, and any amendments or supplements thereto, and (ii) to execute
and deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Managing Director and the Controller of the Company,
unless and until revoked by written instrument delivered to the General Counsel
of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated:   March 7, 1997                             /s/  JEFFREY S. JOSEPH
                                             -----------------------------------
                                                        Jeffrey S. Joseph