As filed with the Securities and Exchange Commission on July 15th 1997

                                                      Registration No.
                                                                      --------
- ------------------------------------------------------------------------------

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

                                   FORM S-8

                             REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
                           -----------------------

                        TEXAS INSTRUMENTS INCORPORATED
            (Exact name of Registrant as specified in its charter)

               Delaware                         75-0289970
      (State or other jurisdiction of           (I.R.S. Employer
       incorporation or organization)           Identification No.)

                        13500 North Central Expressway
                                P.O. Box 655474
                           Dallas, Texas  75265-5474
          (Address of principal executive offices including zip code)
                           -----------------------

                  TEXAS INSTRUMENTS LONG-TERM INCENTIVE PLAN
                           (Full title of the plans)
                           -----------------------

                              Richard J. Agnich,
             Senior Vice President, Secretary and General Counsel
                        Texas Instruments Incorporated
                        13500 North Central Expressway
                                P.O. Box 655474
                           Dallas, Texas  75265-5474
                    (Name and address of agent for service)

                                 (972)995-2551
        (Telephone number, including area code, of agent for service)
                            ----------------------

<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
<S>                             <C>           <C>         <C>          <C>
                                              Proposed    Proposed
                                               maximum     maximum
                                  Amount      offering    aggregate     Amount of
  Title of securities              to be      price per    offering    registration
   to be registered             registered     share*       price*         fee*
- ------------------------------------------------------------------------------------

Common Stock ($1 par value)      350,000     $90.3125     $31,609,375   $9,578.60   
- ------------------------------------------------------------------------------------

*Computed on the basis of the average of the high and low prices for Common 
Stock on July 8, 1997, which is used as the estimated offering price solely 
for the purpose of determining the registration fee in accordance with Rule 
457 under the Securities Act of 1933.
- ------------------------------------------------------------------------------------
</TABLE>



The contents of the Company's previously filed Registration Statement on Form 
S-8, File No. 33-61154, covering shares of Texas Instruments Incorporated 
common stock, par value $1.00, issuable under the Texas Instruments Long-Term 
Incentive Plan, is hereby incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Dallas and State of Texas, on the 15th day of 
July, 1997.

                                          TEXAS INSTRUMENTS INCORPORATED
                                          (Registrant)
                                          

                                          By:/s/ WILLIAM A. AYLESWORTH
                                             ---------------------------------
                                              William A. Aylesworth
                                              Senior Vice President, Treasurer
                                              and Chief Financial Officer


Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities indicated 
on the 15th day of July, 1997.


              Signature                                   Title              
- ------------------------------------        ---------------------------------

          *JAMES R. ADAMS
- ------------------------------------             Chairman of the Board;
           James R. Adams                               Director

          *DAVID L. BOREN
- ------------------------------------                    Director
           David L. Boren

         *JAMES B. BUSEY IV
- ------------------------------------                    Director
          James B. Busey IV

        *THOMAS J. ENGIBOUS
- ------------------------------------           President; Chief Executive
         Thomas J. Engibous                         Officer; Director


- ------------------------------------                    Director
       Gerald W. Fronterhouse


- ------------------------------------                    Director
           David R. Goode

         *WAYNE R. SANDERS
- ------------------------------------                    Director
          Wayne R. Sanders

         *GLORIA M. SHATTO
- ------------------------------------                    Director
          Gloria M. Shatto

         *WILLIAM P. WEBER
- ------------------------------------             Vice Chairman; Director
          William P. Weber

        *CLAYTON K. YEUTTER
- ------------------------------------                    Director
         Clayton K. Yeutter

       /s/ WILLIAM A. AYLESWORTH
- ------------------------------------        Senior Vice President; Treasurer;
        William A. Aylesworth                    Chief Financial Officer;
                                                 Chief Accounting Officer


*By: /s/ WILLIAM A. AYLESWORTH
    --------------------------------
         William A. Aylesworth
           Attorney-in-fact

INDEX TO EXHIBITS

Exhibit
Number                       Exhibit
- -------                      -------

4        Certificate of Amendment to Restated Certificate of Incorporation of 
         the Registrant (incorporated by reference to Exhibit 3 to the 
         Registrant's Quarterly Report on Form 10-Q for the quarter ended 
         June 30, 1996).

5        Opinion of Richard J. Agnich, Esq.

23(a)    Consent of Independent Auditors.

23(b)    Consent of Richard J. Agnich, Esq. (included in Exhibit 5).

24       Powers of Attorney for the Directors of the Company.




                                                                     EXHIBIT 5
                                                                     ---------




                                 July 15, 1997



Board of Directors
Texas Instruments Incorporated
13500 North Central Expressway
Dallas, Texas  75265

     Re:    Texas Instruments Incorporated
            Registration Statement (Form S-8)

Gentlemen:

     This opinion of counsel is given in connection with a Registration 
Statement (Form S-8) being filed by you with the Securities and Exchange 
Commission relating to 350,000 shares of common stock of Texas Instruments 
Incorporated ("TI") to be issued pursuant to awards granted under the Texas 
Instruments Long-Term Incentive Plan (the "Plan").

     As Senior Vice President, Secretary and General Counsel of TI, I am 
familiar with all corporate action taken or expected to be taken with respect 
to the Plan and the common stock expected to be issued thereunder.

     I am pleased to advise that the 350,000 shares of common stock of TI, 
when issued and delivered in accordance with the terms of the Plan and 
applicable Delaware General Corporation Law, will be duly authorized, validly 
issued, fully paid and nonassessable.

     I hereby consent to the use of this opinion as an exhibit to the above-
referenced Registration Statement.

                                    Sincerely,

                                    /s/ RICHARD J. AGNICH

                                    Richard J. Agnich
                                    Senior Vice President, Secretary
                                    and General Counsel





                                                                EXHIBIT 23(a)
                                                                -------------


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement 
(Form S-8) pertaining to the Texas Instruments Long-Term Incentive Plan of our 
report dated January 22, 1997, with respect to the consolidated financial 
statements of Texas Instruments Incorporated incorporated by reference in its 
Annual Report (Form 10-K) for the year ended December 31, 1996 and the related 
financial statement schedule included therein, filed with the Securities and 
Exchange Commission.




                                          /s/ ERNST & YOUNG LLP
                                          ----------------------
                                          Ernst & Young LLP

July 14, 1997
Dallas, Texas





                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH, and 
each of them, with full power to act without the others, his true and lawful 
attorneys-in-fact and agents, with full and several power of substitution, for 
him and in his name, place and stead, in any and all capacities, to sign a 
Registration Statement on Form S-8 in connection with the registration of 
350,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Long-Term Incentive Plan, a Registration Statement 
on Form S-8 in connection with the registration of 5,000,000 shares of common 
stock of Texas Instruments Incorporated for issuance under the TI Employees 
1997 Stock Purchase Plan, a Post-Effective Amendment No. 1 to a Registration 
Statement on Form S-8 in connection with shares of common stock of Texas 
Instruments Incorporated registered for issuance under the TI Employees 1988 
Stock Option Purchase Plan and a Registration Statement on Form S-8 in 
connection with the registration of 100,000 shares of common stock of Texas 
Instruments Incorporated for issuance under the Texas
 Instruments Restricted 
Stock Unit Plan for Directors, and any or all amendments or supplements to 
such Registration Statements, 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 attorneys-in-fact and agents or any of them, or their 
or his substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 1st day of July, 1997.



                                           /s/ JAMES R. ADAMS
                                           ------------------
                                           James R. Adams















                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, 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 attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 7th day of July, 1997.


                                           /s/ DAVID L. BOREN
                                           ------------------
                                           David L. Boren
















                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, 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 attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 2nd day of July, 1997.



                                           /s/ JAMES B. BUSEY IV
                                           ---------------------
                                           James B. Busey IV














                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH, and each 
of them, with full power to act without the other, his true and lawful 
attorneys-in-fact and agents, with full and several power of substitution, for 
him and in his name, place and stead, in any and all capacities, to sign a 
Registration Statement on Form S-8 in connection with the registration of 
350,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Long-Term Incentive Plan, a Registration Statement 
on Form S-8 in connection with the registration of 5,000,000 shares of common 
stock of Texas Instruments Incorporated for issuance under the TI Employees 
1997 Stock Purchase Plan, a Post-Effective Amendment No. 1 to a Registration 
Statement on Form S-8 in connection with shares of common stock of Texas 
Instruments Incorporated registered for issuance under the TI Employees 1988
 Stock Option Purchase Plan and a Registration Statement on Form S-8 in 
connection with the registration of 100,000 shares of common stock of Texas 
Instruments Incorporated for issuance under the Texas Instruments Restricted 
Stock Unit Plan for Directors, and any or all amendments or supplements to 
such Registration Statements, 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 attorneys-in-fact and agents or any of them, or their 
or his substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 2nd day of July, 1997.



                                           /s/ THOMAS J. ENGIBOUS
                                           ----------------------
Thomas J. Engibous

















                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, 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 attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 3rd day of July, 1997.



                                           /s/ WAYNE R. SANDERS
                                           ---------------------
                                           Wayne R. Sanders















                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, her 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for her and in her name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, 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 she might or 
could do in person, 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 hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 1st day of July, 1997.



                                           /s/ GLORIA M. SHATTO
                                           --------------------
                                           Gloria M. Shatto















                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, 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 attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 1st day of July, 1997.



                                           /s/ WILLIAM P. WEBER
                                           --------------------
                                           William P. Weber















                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, 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 attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 2nd day of July, 1997.


                                           /s/ CLAYTON K. YEUTTER
                                           ----------------------
                                           Clayton K. Yeutter
















                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS and RICHARD J. AGNICH, and each of 
them, with full power to act without the other, his true and lawful attorneys-
in-fact and agents, with full and several power of substitution, for him and 
in his name, place and stead, in any and all capacities, to sign a 
Registration Statement on Form S-8 in connection with the registration of 
350,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Long-Term Incentive Plan, a Registration Statement 
on Form S-8 in connection with the registration of 5,000,000 shares of common 
stock of Texas Instruments Incorporated for issuance under the TI Employees 
1997 Stock Purchase Plan, a Post-Effective Amendment No. 1 to a Registration 
Statement on Form S-8 in connection with shares of common stock of Texas 
Instruments Incorporated registered for issuance under the TI Employees 1988 
Stock Option Purchase Plan and a Registration Statement on Form S-8 in 
connection with the registration of 100,000 shares of common stock of Texas 
Instruments Incorporated for issuance under the Texas Instruments Restricted 
Stock Unit Plan for Directors, and any or all amendments or supplements to 
such Registration Statements, 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 attorneys-in-fact and agents or any of them, or their 
or his substitutes, may lawfully do or cause to be done by virtue hereof.

	IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 1st day of July, 1997.




                                           /s/ WILLIAM A. AYLESWORTH
                                           -------------------------
William A. Aylesworth