As filed with the Securities and Exchange Commission August 3, 1998
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                         MERISTAR HOTELS & RESORTS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                51-0379982
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                           1010 WISCONSIN AVENUE, N.W.
                             WASHINGTON, D.C. 20007
                                 (202) 965-4455
          (Address and telephone number of Principal Executive Offices)

     MERISTAR HOTELS & RESORTS, INC. NON-EMPLOYEE DIRECTORS' INCENTIVE PLAN
                            (Full title of the plan)

                                PAUL W. WHETSELL
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         MERISTAR HOTELS & RESORTS, INC.
                           1010 WISCONSIN AVENUE, N.W.
                             WASHINGTON, D.C. 20007
                     (Name and address of agent for service)
                           ---------------------------

                                 (202) 965-4455
          (Telephone number, including area code, of agent for service)

                           ---------------------------

                                    COPY TO:
                            RICHARD S. BORISOFF, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000
                           ---------------------------

                                                  (COVER CONTINUED ON NEXT PAGE)
================================================================================
<PAGE>
<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE

                                                                    PROPOSED MAXIMUM          PROPOSED MAXIMUM
     TITLE OF EACH CLASS OF           AMOUNT TO BE         OFFERING PRICE          AGGREGATE OFFERING            AMOUNT OF
   SECURITIES TO BE REGISTERED         REGISTERED           PER SHARE(1)                PRICE(1)              REGISTRATION FEE
=================================  ==================  =======================  =========================  ======================
<S>                                   <C>                       <C>                     <C>                        <C>   
Common Stock, $.01 par value.....     125,000(2)                $2.38                   $297,500                   $88.00
=================================  ==================  =======================  =========================  ======================
</TABLE>

(1) An estimate, based on the pro forma book value per share as of March 31,
    1998 as determined in accordance with Rule 457(c) and (h) under the
    Securities Act of 1933, has been made solely for the purpose of calculating
    the registration fee relating to the 125,000 shares of Common Stock to be
    registered hereunder and subsequently offered at prices computed upon the
    basis of fluctuating market prices.

(2) Represents 125,000 shares of Common Stock issuable pursuant to the MeriStar
    Hotels & Resorts, Inc. Non-Employee Directors' Incentive Plan. This
    registration statement also relates to such indeterminate number of
    additional shares of Common Stock of MeriStar Hotels & Resorts, Inc. as may
    be issuable as a result of stock splits, stock dividends or additional
    similar transactions.
================================================================================
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan information

         The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the MeriStar Hotels & Resorts, Inc. Non-Employee Directors'
Incentive Plan (the "Plan"), and are not being filed with, or included in, this
Registration Statement on Form S-8 (the "Registration Statement") in accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission").

Item 2.  Registrant Information and Employee Plan Annual Information

         The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the Plan and are not being filed with, or included in, this
Registration Statement in accordance with the rules and regulations of the
Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by MeriStar Resorts & Hotels, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference into this Registration Statement:

         1. The Company's Registration Statement on Form S-1 filed with the
Commission on April 10, 1998 (Registration No. 333-49881), as amended.

         2. The Company's Registration Statement on Form 8-A, dated July 22,
1998, filed pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended, which contains a description of the Company's Common Stock, par value
$.01 per share.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the termination of the offering of the securities registered
pursuant to this Registration Statement shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed documents which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part hereof.

                                        2
<PAGE>

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 102(b)(7) of the Delaware General Corporation Law (the
"Delaware Law") permits a provision in the certificate of incorporation of each
corporation organized thereunder, eliminating or limiting, with certain
exceptions, the personal liability of a director to the corporation or its
stockholders for monetary damages for certain breaches of fiduciary duty as a
director. The Certificate of Incorporation of the Company, as restated,
integrated and amended (the "Charter"), eliminates the personal liability of
directors to the fullest extent permitted by the Delaware Law.

         Section 145 of the Delaware Law ("Section 145"), in summary, empowers a
Delaware corporation, within certain limitations, to indemnify its officers,
directors, employees and agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by them in connection with any suit or proceeding other than by or on
behalf of the corporation, if they acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.

         With respect to actions by or on behalf of the corporation, Section 145
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit, provided such
person meets the standard of conduct described in the preceding paragraph,
except that no indemnification is permitted in respect of any claim where such
person has been found liable to the corporation, unless the Court of Chancery or
the court in which such action or suit was brought approves such indemnification
and determines that such person is fairly and reasonably entitled to be
indemnified.

         Article Six of the Charter provides for the indemnification of officers
and directors and certain other parties (the "Indemnitees") of the Company to
the fullest extent permitted under the Delaware Law; PROVIDED, that except in
the case of proceedings to enforce rights to indemnification, the Company shall
indemnify such Indemnitee in connection with a proceeding initiated by such
Indemnitee only if such proceeding was authorized by the Board of Directors of
the Company. The Charter also provides that the Company may reimburse or advance
an Indemnitee funds necessary for payment of expenses, including reasonable
attorneys' fees and disbursements incurred in connection with any proceeding, in
advance of the final disposition of such proceeding.

                                        3
<PAGE>

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  Exhibits

5.1      --   Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the 
              legality of shares of Common Stock being registered

23.1     --   Consent of KPMG Peat Marwick LLP

23.2.1   --   Consent of PricewaterhouseCoopers LLP (Dallas office)

23.2.2   --   Consent of PricewaterhouseCoopers LLP (Raleigh office)

23.3     --   Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in 
              their opinion filed as Exhibit 5.1)

Item 9.  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 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 this registration statement;

                  (2) that, for the purpose of determining any liability under
the Secu rities 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; and

                  (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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                        4
<PAGE>

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's Restated
Certificate of Incorporation, by contract, 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 or 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 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.

                                        5
<PAGE>

                                   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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia, on August 3,
1998.

                                     MERISTAR HOTELS & RESORTS, INC.


                                     By: /s/ Paul W. Whetsell
                                     ------------------------
                                     Name:  Paul W. Whetsell
                                     Title: Chairman and Chief Executive 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 AUGUST 3, 1998.


     Signatures                                       Title
     ----------                                       -----

/s/ Paul W. Whetsell                        Chief Executive Officer and
--------------------                        Chairman of the Board
  Paul W. Whetsell                          

 /s/ James A Calder                         Chief Financial Officer (Principal
 ------------------                         Financial and Accounting
   James A. Calder                          Officer)
                                            
/s/ David E. McCaslin                       President and Director
---------------------   
  David E. McCaslin

                                        6
<PAGE>

                                INDEX TO EXHIBITS



                                                                 Sequential Page
Exhibits                                                             Number
--------                                                             ------

5.1     --    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
              as to the legality of shares of Common Stock being
              registered.

23.1    --    KPMG Peat Marwick LLP

23.2.2  --    PricewaterhouseCoopers LLP (Dallas office) 

23.2.3  --    PricewaterhouseCoopers LLP (Raleigh office) 

23.3    --    Consent of Paul, Weiss, Rifkind, Wharton & Garrison
              (included in their opinion filed as Exhibit 5.1).

                                        7
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{"company-data": {"conformed-name": "MERISTAR HOTELS & RESORTS INC", "cik": "0001059341", "assigned-sic": "7011", "irs-number": "510379982", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60545", "film-number": "98676457"}, "business-address": {"street1": "1010 WISCONSIN AVE NW", "city": "WASHINGTON", "state": "DC", "zip": "20007", "phone": "202965-445"}}
As filed with the Securities and Exchange Commission August 3, 1998
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                         MERISTAR HOTELS & RESORTS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                51-0379982
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                           1010 WISCONSIN AVENUE, N.W.
                             WASHINGTON, D.C. 20007
                                 (202) 965-4455
          (Address and telephone number of Principal Executive Offices)

     MERISTAR HOTELS & RESORTS, INC. NON-EMPLOYEE DIRECTORS' INCENTIVE PLAN
                            (Full title of the plan)

                                PAUL W. WHETSELL
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         MERISTAR HOTELS & RESORTS, INC.
                           1010 WISCONSIN AVENUE, N.W.
                             WASHINGTON, D.C. 20007
                     (Name and address of agent for service)
                           ---------------------------

                                 (202) 965-4455
          (Telephone number, including area code, of agent for service)

                           ---------------------------

                                    COPY TO:
                            RICHARD S. BORISOFF, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000
                           ---------------------------

                                                  (COVER CONTINUED ON NEXT PAGE)
================================================================================
CALCULATION OF REGISTRATION FEE

                                                                    PROPOSED MAXIMUM          PROPOSED MAXIMUM
     TITLE OF EACH CLASS OF           AMOUNT TO BE         OFFERING PRICE          AGGREGATE OFFERING            AMOUNT OF
   SECURITIES TO BE REGISTERED         REGISTERED           PER SHARE(1)                PRICE(1)              REGISTRATION FEE
=================================  ==================  =======================  =========================  ======================
Common Stock, $.01 par value.....     125,000(2)                $2.38                   $297,500                   $88.00
=================================  ==================  =======================  =========================  ======================
(1) An estimate, based on the pro forma book value per share as of March 31,
    1998 as determined in accordance with Rule 457(c) and (h) under the
    Securities Act of 1933, has been made solely for the purpose of calculating
    the registration fee relating to the 125,000 shares of Common Stock to be
    registered hereunder and subsequently offered at prices computed upon the
    basis of fluctuating market prices.

(2) Represents 125,000 shares of Common Stock issuable pursuant to the MeriStar
    Hotels & Resorts, Inc. Non-Employee Directors' Incentive Plan. This
    registration statement also relates to such indeterminate number of
    additional shares of Common Stock of MeriStar Hotels & Resorts, Inc. as may
    be issuable as a result of stock splits, stock dividends or additional
    similar transactions.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan information

         The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the MeriStar Hotels & Resorts, Inc. Non-Employee Directors'
Incentive Plan (the "Plan"), and are not being filed with, or included in, this
Registration Statement on Form S-8 (the "Registration Statement") in accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission").

Item 2.  Registrant Information and Employee Plan Annual Information

         The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the Plan and are not being filed with, or included in, this
Registration Statement in accordance with the rules and regulations of the
Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by MeriStar Resorts & Hotels, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference into this Registration Statement:

         1. The Company's Registration Statement on Form S-1 filed with the
Commission on April 10, 1998 (Registration No. 333-49881), as amended.

         2. The Company's Registration Statement on Form 8-A, dated July 22,
1998, filed pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended, which contains a description of the Company's Common Stock, par value
$.01 per share.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the termination of the offering of the securities registered
pursuant to this Registration Statement shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed documents which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part hereof.

                                        2
Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 102(b)(7) of the Delaware General Corporation Law (the
"Delaware Law") permits a provision in the certificate of incorporation of each
corporation organized thereunder, eliminating or limiting, with certain
exceptions, the personal liability of a director to the corporation or its
stockholders for monetary damages for certain breaches of fiduciary duty as a
director. The Certificate of Incorporation of the Company, as restated,
integrated and amended (the "Charter"), eliminates the personal liability of
directors to the fullest extent permitted by the Delaware Law.

         Section 145 of the Delaware Law ("Section 145"), in summary, empowers a
Delaware corporation, within certain limitations, to indemnify its officers,
directors, employees and agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by them in connection with any suit or proceeding other than by or on
behalf of the corporation, if they acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.

         With respect to actions by or on behalf of the corporation, Section 145
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit, provided such
person meets the standard of conduct described in the preceding paragraph,
except that no indemnification is permitted in respect of any claim where such
person has been found liable to the corporation, unless the Court of Chancery or
the court in which such action or suit was brought approves such indemnification
and determines that such person is fairly and reasonably entitled to be
indemnified.

         Article Six of the Charter provides for the indemnification of officers
and directors and certain other parties (the "Indemnitees") of the Company to
the fullest extent permitted under the Delaware Law; PROVIDED, that except in
the case of proceedings to enforce rights to indemnification, the Company shall
indemnify such Indemnitee in connection with a proceeding initiated by such
Indemnitee only if such proceeding was authorized by the Board of Directors of
the Company. The Charter also provides that the Company may reimburse or advance
an Indemnitee funds necessary for payment of expenses, including reasonable
attorneys' fees and disbursements incurred in connection with any proceeding, in
advance of the final disposition of such proceeding.

                                        3
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  Exhibits

5.1      --   Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the 
              legality of shares of Common Stock being registered

23.1     --   Consent of KPMG Peat Marwick LLP

23.2.1   --   Consent of PricewaterhouseCoopers LLP (Dallas office)

23.2.2   --   Consent of PricewaterhouseCoopers LLP (Raleigh office)

23.3     --   Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in 
              their opinion filed as Exhibit 5.1)

Item 9.  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 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 this registration statement;

                  (2) that, for the purpose of determining any liability under
the Secu rities 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; and

                  (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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                        4
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's Restated
Certificate of Incorporation, by contract, 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 or 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 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.

                                        5
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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia, on August 3,
1998.

                                     MERISTAR HOTELS & RESORTS, INC.

                                     By: /s/ Paul W. Whetsell
                                     ------------------------
                                     Name:  Paul W. Whetsell
                                     Title: Chairman and Chief Executive 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 AUGUST 3, 1998.

     Signatures                                       Title
     ----------                                       -----

/s/ Paul W. Whetsell                        Chief Executive Officer and
--------------------                        Chairman of the Board
  Paul W. Whetsell                          

 /s/ James A Calder                         Chief Financial Officer (Principal
 ------------------                         Financial and Accounting
   James A. Calder                          Officer)
                                            
/s/ David E. McCaslin                       President and Director
---------------------   
  David E. McCaslin

                                        6
INDEX TO EXHIBITS

                                                                 Sequential Page
Exhibits                                                             Number
--------                                                             ------

5.1     --    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
              as to the legality of shares of Common Stock being
              registered.

23.1    --    KPMG Peat Marwick LLP

23.2.2  --    PricewaterhouseCoopers LLP (Dallas office) 

23.2.3  --    PricewaterhouseCoopers LLP (Raleigh office) 

23.3    --    Consent of Paul, Weiss, Rifkind, Wharton & Garrison
              (included in their opinion filed as Exhibit 5.1).

                                        7