<PAGE>   1
   
As filed with the Securities and Exchange Commission on February 7, 1996
    
                                                     Registration No. 33-88708
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
   
                          __________________________

                        PRE-EFFECTIVE AMENDMENT NO. 2
                                      TO
                                   FORM S-3
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                          __________________________
    
                           

                           GENERAL AUTOMATION, INC.
            (Exact name of registrant as specified in its charter)


           Delaware                                    95-2488811
-------------------------------                    ------------------
(State or other jurisdiction of                     (I.R.S. Employer 
 incorporation or organization)                    Identification No.)



                              17731 Mitchell North
                            Irvine, California 92714
                                 (714) 250-4800
              (Address, including zip code, and telephone number,
              including area code, of principal executive offices)


                             ______________________


                                Robert D. Bagby
                              17731 Mitchell North
                            Irvine, California 92714
                                 (714) 250-4800
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)


                                    Copy to:

                            Scott E. McConnell, Esq.
                          Higham, McConnell & Dunning
                          28202 Cabot Road, Suite 450
                     Laguna Niguel, California  92677-1250


                             ______________________


         Approximate date of commencement of proposed sale to the public:  As
soon as practicable after the effective date of this Registration Statement.

         If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the 
following box.  / /

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.  /X/


<PAGE>   2
                             [COVER PAGE CONTINUED]


================================================================================

                        CALCULATION OF REGISTRATION FEE

================================================================================

<TABLE>
<CAPTION>
                                                        Proposed              Proposed
                                                         maximum              maximum                 Amount
                                                        offering             aggregate                  of
 Title of securities            Amount to be            price per             offering             registration
  to be registered               registered               share               price(1)                 fee
=============================================================================================================== 
<S>                               <C>                   <C>                   <C>                   <C>
 Common Stock, $.10 par
   value per share                125,000               $0.5625               $70,313               $100.00(2)
===============================================================================================================
</TABLE>
______________

(1)   The offering price is estimated pursuant to the provisions of Rule 457
      solely for the purpose of calculating the registration fee (based on
      the closing sale price for the Registrant's Common Stock on the
      American Stock Exchange on January 19, 1995).

(2)   Previously paid.

===============================================================================


<PAGE>   3
P R O S P E C T U S
- - - - - - - - - - 


                                 125,000 Shares

                            GENERAL AUTOMATION, INC.

                                  Common Stock


         This Prospectus relates to 125,000 shares of Common Stock (the
"Shares") of General Automation, Inc. (the "Company").  The Shares may be
offered and sold from time to time by and for the account of one or more of the
shareholders (the "Selling Shareholders") of the Company identified under the
caption "Selling Shareholders."  The Company will receive no part of the
proceeds of such sales.  The Company will bear all of the expenses incurred in
connection with the offer and sale of the Shares, other than any commissions,
discounts or fees of underwriters, dealers or agents.

         The sale of the Shares by the Selling Shareholders may be effected
from time to time in one or more transactions (which may involve block
transactions, purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus, ordinary
brokerage transactions and transactions in which brokers solicit purchases) on
the American Stock Exchange, in special offerings, exchange distributions or
secondary distributions pursuant to and in accordance with the rules of such
exchange, in negotiated transactions or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, or at
negotiated prices.  In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers selected by the Selling Shareholders may receive commissions
or discounts from the Selling Shareholders in amounts to be negotiated
immediately prior to sale (and which, as to a particular broker, may be in
excess of customary commissions).  The Selling Shareholders and such brokers or
dealers, or any other participating brokers or dealers, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act") in connection with such sales.

   
         The Company's Common Stock is traded on the American Stock Exchange.
On February 6, 1996, the closing price of the Company's Common Stock on the
American Stock Exchange was $2.125 per share.
    

                      ___________________________________


              AN INVESTMENT IN THE COMPANY'S COMMON STOCK INVOLVES
                   CERTAIN RISKS.  SEE "RISK FACTORS" BELOW.

                      ___________________________________


         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                      ___________________________________


   
               The date of this Prospectus is February 8, 1996
    








<PAGE>   4
                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  These reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices:  7 World
Trade Center, New York, New York 100048, and 500 West Madison Street, Chicago,
Illinois 60661.  Copies of such material can also be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549.  The Company's Common Stock is listed on the
American Stock Exchange.  Reports, proxy statements and other information
concerning the Company can be inspected at The American Stock Exchange, Inc.,
86 Trinity Place, New York, New York 10006-1818.

         The Company has filed a registration statement with the Commission
with respect to the Shares being offered under this Prospectus (the
"Registration Statement").  This Prospectus does not contain all of the
information contained in the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission are
hereby incorporated by reference into this Prospectus:
   
         (a)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended September 30, 1995.

         (b)     The Company's report on Form 10-Q for the quarter ended
                 December 31, 1995.

         (c)     The description of the Company's Common Stock set forth in its
                 Registration Statement on Form 8-A, filed pursuant to Section
                 12 of the Exchange Act, including any amendments or reports
                 filed for the purpose of updating such description.
    
         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Prospectus and prior to the termination of the offering covered by this
Prospectus, shall be deemed to be incorporated by reference into this
Prospectus from the respective dates of filing of such documents, except as to
any portion of any future Annual or Quarterly Report to Shareholders which is
not deemed filed under such provisions.  For purposes of this Prospectus, any
statement in a document incorporated by reference herein shall be deemed to be
modified or superseded to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also is
incorporated by reference, or in a supplement or appendix to this Prospectus,
modifies or supersedes a statement in such document.  Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.



                                     -2-


<PAGE>   5
The Company will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy of any and all of the documents referred to above which have been or may
be incorporated in this Prospectus by reference, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
the document which this Prospectus incorporates.  Written or oral requests
should be directed to General Automation, Inc., 17731 Mitchell North, Irvine,
California 92714; Attention:  Corporate Secretary; Telephone (714) 250-4800.


                                  THE COMPANY


   
         General Automation, Inc. (the "Company") was incorporated in
California in 1967 and reincorporated in Delaware in 1986.  The Company
integrates computer systems and software and provides value-added services for
application solutions.  The Company has positioned itself as a service and
support company offering open systems and complimentary software products to a
worldwide network of value-added resellers.  The Company's product lines
include a broad range of hardware platforms including Intel and PowerPC based
systems, providing a wide range of systems, complimentary operating 
environments and value-added customer services.
    

   
         As of September 30, 1995, the end of the Company's most recently
completed fiscal year, the Company had an accumulated deficit of $42,501,000.
    

         The Company's principal executive offices are located at 17731
Mitchell North, Irvine California, and its telephone number is (714) 250-4800.


                                  RISK FACTORS


                 Prospective purchasers of the Shares offered hereby should
consider, in addition to the information set forth elsewhere in this Prospectus
or incorporated herein by reference, the following risk factors concerning the
Company:

   
                 Recent Operating Losses.  The Company has incurred losses
before extraordinary items in two of its last three, and three of its last
five, fiscal years.  There can be no assurance that the Company will be able to
achieve or sustain profitable operations in the future.
    

                 Possible Loss of AMEX Listing.  The Company's Common Stock is
listed on the American Stock Exchange (the "Exchange").  In determining whether
a security warrants continued listing on the Exchange, the Exchange






                                      -3-
<PAGE>   6
   
does not rely on any precise mathematical formula.  Rather, it considers many
factors, including the degree of investor interest in the issuer of the
security, the issuer's prospects for growth, and whether the security has
suitable characteristics for auction market trading.  The Rules of the Exchange
state, however, that the Exchange will normally consider delisting a security
if any one of a number of events shall occur, including the following: (i) the
issuer has stockholders' equity of less than $4,000,000 and has sustained
losses from continuing operations in three of its four most recent fiscal
years, or (ii) the security has traded for a substantial period of time at a
low price per share.  The Company has sustained losses before extraordinary
items in three of its last four fiscal years, and the Company's stockholders'
equity as of September 30, 1995, its most recent fiscal year-end, was $771,000.
Moreover, the Company's Common Stock has traded at less than $1.00 per share
during most of the preceding two years.  The Company has received notice that
the Exchange has taken formal action to review the continued listing of the
Company's Common Stock.  However, following discussions between the Company's
management and Exchange officials, the Exchange has deferred any delisting
action.  The delisting of the Company's Common Stock on the Exchange could have
a material adverse effect on the market for, and the market price of, the
Company's Common Stock, and a material adverse effect on the ability of the
Company to raise capital.
    
         Technological Innovations; Decreasing Profit Margins.  Competition in
the computer hardware market is intense and is characterized by constant
introduction of new, more cost effective products caused by rapid technological
advances.  The Company in the past has been able to keep pace with these
technological changes.  However, during the last approximately eighteen months,
it has become more apparent that the Company cannot continue to compete
effectively with its own hardware platforms, and has made the decision to focus
its resources on the integration and distribution of hardware products
engineered and manufactured by other companies, with value added features
provided by the Company, such as its R91 Post Relational Database Application
Environment, and full service and support.  This change has resulted in a
decrease in the gross profit margins which the Company is able to achieve on
its hardware sales.

         Competition.  The Company competes with a number of companies, many of
which have substantially greater financial, technological, marketing and other
resources than the Company.  Such competitors include Data General Corporation,
Digital Equipment Corporation, Hewlett Packard Company, and International
Business Machines.

         Cash Flow Constraints; Potential Need for Additional Financing.  The
Company continues to operate under restricted cash resources.  The Company has
an agreement with a lender for a revolving line of credit, not to exceed
$800,000, which is collateralized by domestic accounts receivable.  The
agreement is renewable at six month intervals and bears interest at a rate of
prime plus 6%, but not less than 14%.  In addition, there are other monthly
costs for maintaining the line of credit.  Because the amount of credit
available is dependent upon accounts receivable levels, varying levels of
domestic activity could preclude full utilization of this credit facility,
which might require that the Company obtain financing from alternative sources.
There can be no assurance that the Company will be able to obtain financing
from other sources if necessary.
   
         Dependence Upon Key Personnel.  The Company is substantially dependent
upon the continuing services of Mr. Robert Bagby, the Company's President and
Chief Executive Officer, who is 63 years old, Mr. John R. Donnelly, the
Company's Vice President Finance and Chief Financial Officer, who is 61 years
    




                                      -4-
<PAGE>   7
   
old, and Jane Christie, the Company's Vice President, Customer Services, Sales
and Marketing, who is 44 years old.
    
         Lack of Dividends.  The Company has not previously paid dividends to
its shareholders, and does not anticipate doing so in the foreseeable future.


                              SELLING SHAREHOLDERS
   
         All of the Shares offered by this Prospectus are being offered by the
Selling Shareholders for their own respective accounts.  The following table
sets forth certain information as of February 6, 1996 with respect to the
Selling Shareholders and the shares of the Company's Common Stock which they
beneficially own:
    

   
<TABLE>
<CAPTION>
                                                                                              Percentage
                                                                                               of Class
                                 Shares Owned             Shares         Shares Owned           Owned
 Name of Selling                   Prior to             Covered by        After the             After
   Shareholder                     Offering             Prospectus        Offering(1)         Offering(1)
 ---------------                 ------------           ----------        -----------         -----------   
 <S>                              <C>                     <C>             <C>                  <C>
 Robert Kramer                      75,000                75,000            -0-                    0%
 Lawrence Michels(2)               809,833(3)             50,000          759,833(3)             9.6%
</TABLE>
    

(1)    Assuming the sale of all of the Shares to which this Prospectus
       relates.

(2)    Mr. Michels is Chairman of the Board of Directors of the Company.

(3)    Includes 535,000 shares subject to currently exercisable stock
       options.


                              PLAN OF DISTRIBUTION


         The sale of the Shares by the Selling Shareholders may be effected
from time to time in one or more transactions (which may involve block
transactions, purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus, ordinary
brokerage transactions and transactions in which brokers solicit purchases) on
the American Stock Exchange, in special offerings, exchange distributions or
secondary distributions pursuant to and in accordance with the rules of such
exchange, in negotiated transactions or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, or at
negotiated prices.  In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers selected by the Selling Shareholders may receive commissions
or discounts from the Selling Shareholders in amounts to be negotiated
immediately prior to sale (and which, as to a particular broker, may be in
excess of customary commissions).  The Selling Shareholders and such brokers or
dealers, or any other participating brokers or dealers, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act") in connection with such sales.

         The Company has agreed to maintain the effectiveness of the
Registration Statement covering the Shares offered by this Prospectus until the
earlier of (i) March 31, 1996, or (ii) the sale of all of the Shares offered
hereby.  The Company has also agreed to pay the fees and expenses incurred by
it in connection with the preparation and filing of the Registration Statement
of which this Prospectus is a part.  However, the Selling Shareholders are
responsible for any commissions, discounts or fees of underwriters, brokers,





                                      -5-
<PAGE>   8
dealers or agents, and any transfer taxes applicable to the Shares sold
pursuant to this Prospectus.


                                   EXPERTS

   
         The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended September 30, 1995, have
been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
    

                                LEGAL MATTERS


         The validity of the issuance of the Common Stock offered hereby will
be passed upon for the Company by Higham, McConnell & Dunning, 28202 Cabot
Road, Suite 450, Laguna Niguel, California 92677-1250.
[/R]





                                      -6-

<PAGE>   9
===============================================================================

        No dealer, salesman or other person has been authorized to give any
information or make any representations in connection with this offering other
than those contained in this Prospectus (including any Prospectus Supplement)
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or by any of the Selling 
Shareholders.  This Prospectus (including any Prospectus Supplement) does not
constitute an offer to sell or a solicitation of an offer to buy any of these
securities in any state to any person to whom it is unlawful to make such offer 
or solicitation in such state.  The delivery of this Prospectus at any time does
not imply that the information contained herein is correct as of any time
subsequent to its date.
                                                                              

                                _______________



                               TABLE OF CONTENTS


                                                                    Page
                                                                    ----
 Available Information..............................................  2
 Incorporation of Certain Documents by Reference....................  2 
 The Company........................................................  3       
 Risk Factors.......................................................  3        
 Selling Shareholders...............................................  5       
 Plan of Distribution...............................................  5
 Experts............................................................  6       
 Legal Matters......................................................  6      
                                                                    
                                                                    

===============================================================================


===============================================================================



                                    125,000
                                   Shares of
                                 Common Stock







                           GENERAL AUTOMATION, INC.






                                  __________

                                  PROSPECTUS
                                  __________





   

                               February 8, 1996

    


===============================================================================

<PAGE>   10
                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.   Other Expenses of Issuance and Distribution

        The following sets forth the estimated amounts of expenses in
connection with the offering of the shares of Common Stock pursuant to this
Registration Statement, all of which shall be borne by the Company:

   
<TABLE>
          <S>                                                       <C>      
           Securities and Exchange Commission Fee ..........        $   100
           Accounting Fees and Expenses ....................        $ 4,300
           Legal Fees and Expenses .........................        $ 7,000
           Miscellaneous Expenses ..........................        $ 1,100
                                                                    -------
                Total ......................................        $12,500
                                                                    =======
             
</TABLE>
    


Item 15.   Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law makes provision for
the indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors under certain circumstances from liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act of 1933.  Indemnification Agreements entered into by the Company and its
officers and directors provide that the Company shall indemnify its officers
and directors to the fullest extent permitted by law.

        In addition, as permitted by Section 102(b)(7) of the Delaware General
Corporation Law, the Company's Certificate of Incorporation provides that a
director of the Company shall not be liable to the Company or its shareholders
for monetary damages for breach of the director's fiduciary duty of care. 
However, as provided by Delaware law, such limitation of liability will not act
to limit liability (i) for any breach of the director's duty of loyalty to the
Company or its shareholders, (ii) for any acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
arising under the provisions of the Delaware General Corporation Law relating
to unlawful distributions, or (iv) for any transaction from which the director
derived an improper benefit.


Item 16.   Exhibits

          5      Opinion of Higham, McConnell & Dunning

         23.1    Consent of Higham, McConnell & Dunning (included in Exhibit 5)

         23.2    Consent of Price Waterhouse LLP

         24      Power of Attorney (set forth on the signature page of this
                 Registration Statement)


Item 17.   Undertakings

         (a)     The undersigned Registrant hereby undertakes:

                 (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:





                                      II-1


<PAGE>   11
                          (i)     to include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)    to reflect in the prospectus any facts or
                 events arising after the effective date of this Registration
                 Statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represents a
                 fundamental change in the information set forth in this
                 Registration Statement;

                          (iii)   to include any material information with
                 respect to the plan of distribution not previously disclosed
                 in this Registration Statement or any material change to such
                 information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

                 (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this 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.

                 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
of controlling person of the Registrant 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
Registrant 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 of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.





                                      II-2


<PAGE>   12
                                  SIGNATURES

   
         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Pre-Effective Amendment No. 2 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Irvine, State of California, on the 6th day of February, 1996.
    


                                          GENERAL AUTOMATION, INC.


                                          By:  /s/  ROBERT D. BAGBY*
                                              ---------------------------------
                                                    Robert D. Bagby, 
                                                    President and Chief 
                                                    Executive Officer

   
         Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 2 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
    

   
<TABLE>
<CAPTION>

          Signature                                         Title                              Date
          ---------                                         -----                              ----
<S>                                                  <C>                                  <C>
  /s/  LAWRENCE MICHELS*                             Chairman of the Board                February 6, 1996
 -----------------------------                           and Director                                                
       Lawrence Michels                                      


  /s/  LEONARD N. MACKENZIE*                       Vice Chairman and Director             February 6, 1996
 -----------------------------                              
       Leonard N. Mackenzie                                 


  /s/  ROBERT D. BAGBY*                            President, Chief Executive             February 6, 1996
 -----------------------------                         Officer and Director                                                     
       Robert D. Bagby                                         


  /s/  JOHN R. DONNELLY                             Chief Financial Officer               February 6, 1996
 -----------------------------                  (Principal Accounting Officer)             
       John R. Donnelly                                 

                                                         
  /s/  PHILIP T. NODEN*                                    Director                       February 6, 1996
 -----------------------------                                                                              
       Philip T. Noden


  /s/  PAUL MORIGI*                                        Director                       February 6, 1996
---- -------------------------                                                                              
       Paul Morigi


  /s/  ROBERT M. MCCLURE*                                  Director                       February 6, 1996
------------------------------                                                                              
       Robert M. McClure


*By:   /s/  JOHN R. DONNELLY
       -----------------------
            John R. Donnelly
            Attorney-in-Fact
</TABLE>
    





                                      S-1
<PAGE>   13
                                 EXHIBIT INDEX

   
<TABLE>
<CAPTION>
                                                                                        
     Exhibit No.                           Description                                
     -----------                           -----------                                
         <S>           <C>
          5       Opinion of Higham, McConnell & Dunning*

         23.1     Consent of Higham, McConnell & Dunning (included in Exhibit 5)

         23.2     Consent of Price Waterhouse LLP

         24       Power of Attorney (set forth on the signature page of this 
                  Registration Statement)
</TABLE>
    

   
___________________________________

* Previously filed