<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2001

                                                 Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           WABASH NATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   52-1375208
                      ------------------------------------
                      (I.R.S. Employer Identification No.)



                           1000 Sagamore Parkway South
                            Lafayette, Indiana 47905
                                 (765) 771-5300
                                 --------------
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

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

        WABASH NATIONAL CORPORATION 2000 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the Plan)

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

                                Donald J. Ehrlich
          Chief Executive Officer, President and Chairman of the Board
                           Wabash National Corporation
                           1000 Sagamore Parkway South
                            Lafayette, Indiana 47905
                                 (765) 771-5300

 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                             Michael J. Silver, Esq.
                             Hogan & Hartson L.L.P.
                            111 South Calvert Street
                            Baltimore, Maryland 21202
                                 (410) 659-2700

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

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                               AMOUNT       PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES                 TO BE         OFFERING PRICE      AGGREGATE OFFERING   REGISTRATION
             TO BE REGISTERED                REGISTERED      PER SHARE (1)           PRICE (1)           FEE (1)
------------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>                  <C>                  <C>
Common Stock, par value $.01  per share      2,000,000        $10.406250            $20,812,500         $5,203.13
------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the amount of the registration
fee, based on the average of the high and low prices per share of Wabash
National Corporation common stock, par value $.01 per share, on January 24,
2001, as traded on the New York Stock Exchange.


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

                                                Exhibit Index Appears on page 6.



<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


                  The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933 (the "Securities Act"). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission"). These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  Wabash National Corporation (the "Company") hereby
incorporates by reference into this registration statement the following
documents filed by it with the Commission:

                  (a)   The Registrant's Form 10-K for the fiscal year ended
                        December 31, 1999;

                  (b)   Quarterly reports on Form 10-Q for the quarters ended
                        March 31, 2000, June 30, 2000, and September 30, 2000
                        filed with the SEC on May 15, 2000, August 14, 2000, and
                        November 14, 2000, respectively;

                  (c)   Current report on Form 8-K filed with the SEC on January
                        30, 2001; and

                  (d)   The description of the Company's Common Stock, $.01 par
                        value per share ("Common Stock"), contained in the
                        Registrant's Registration Statement on Form 8-A filed
                        with the Commission on October 14, 1991, including any
                        amendments or report filed with the SEC for the purpose
                        of updating such description.

                  In addition, all documents and reports filed by the Company
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents or reports. 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
subsequent filed document 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 of this registration statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  A description of the Registrant's common stock, par value $.01
per share, is incorporated by reference under Item 3.

<PAGE>   3

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law authorizes
a court to award, or a corporation's board of directors to grant, indemnity to
directors and officers under certain circumstances for liabilities incurred in
connection with their activities in such capacities (including reimbursement for
expenses incurred). Article TENTH of the Registrant's Certificate of
Incorporation provides that the Registrant will indemnify its directors and
officers to the fullest extent permitted by law and that directors shall not be
liable for monetary damages to the Registrant or its stockholders for breach of
fiduciary duty, except to the extent not permitted under Delaware General
Corporation Law.

                   *                   *                   *

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, 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.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

                  Exhibit
                  Number      Description
                  -------     -----------

                  5.1         Opinion of Hogan & Hartson L.L.P. regarding the
                              legality of the shares being registered (filed
                              herewith).

                  15.1        Letter regarding Unaudited Interim Financial
                              Information (filed herewith).

                  23.1        Consent of Hogan & Hartson L.L.P. (included in
                              Exhibit 5.1).

                  23.2        Consent of Arthur Andersen LLP (filed herewith).

                  24.1        Power of Attorney (included on signature page).

ITEM 9.           UNDERTAKINGS.

                  (a)      The undersigned Registrant hereby undertakes:


                                       2
<PAGE>   4

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

                                (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
                                the registration statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the registration statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high end of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than a 20 percent change in
                                the maximum aggregate offering price set forth
                                in the "Calculation of Registration Fee" table
                                in the effective registration statement;

                                (iii)   To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the registration
                                statement or any material change to such
                                information in the registration statement.

                                Provided, however, that paragraphs (a)(1)(i)
                           and (a)(1)(ii) do not apply if the registration
                           statement is on Form S-3, Form S-8 or Form F-3, and
                           the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished
                           to the Commission by the Registrant pursuant to
                           Section 13 or Section 15(d) of the Securities
                           Exchange Act 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 (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 the
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.


                                       3
<PAGE>   5

                  (c) The undertaking concerning indemnification is set forth
under the response to Item 6.


                                       4
<PAGE>   6

                                   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 Lafayette, State of Indiana, on this 31st day of
January, 2001.

                           WABASH NATIONAL CORPORATION


                           By:              /s/ DONALD J. EHRLICH
                                ------------------------------------------------
                                Donald J. Ehrlich
                                Chief Executive Officer, President and
                                Chairman of the Board of Directors

                                POWER OF ATTORNEY

                  Know all men by these presents, that each individual whose
signature appears below constitutes and appoints Donald J. Ehrlich, Mark R.
Holden and Michael J. Silver, and each of them as his true and lawful
attorney-in-fact and agent, with power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign a
registration statement (the "Registration Statement") relating to a registration
of shares of common stock on Form S-8 and to sign any and all amendments
(including post-effective amendments) to the Registration Statement, and to file
the same, with all exhibits 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 or substitute, may lawfully
do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
         Signature                                   Title                               Date
         ---------                                   -----                               ----
<S>                                     <C>                                        <C>
/s/ DONALD J. EHRLICH                   Chief Executive Officer, President and     January 31, 2001
----------------------------            Chairman of the Board of Directors
Donald J. Ehrlich

/s/ MARK R. HOLDEN                      Vice President, Chief Financial Officer    January 31, 2001
----------------------------            and Director
Mark R. Holden

/s/ RICHARD E. DESSIMOZ                 Vice President and Director                January 31, 2001
----------------------------
Richard E. Dessimoz

/s/ JOHN T. HACKETT                     Director                                   January 31, 2001
----------------------------
John T. Hackett

/s/ E. HUNTER HARRISON                  Director                                   January 31, 2001
----------------------------
E. Hunter Harrison

/s/ LUDVIK F. KOCI                      Director                                   January 31, 2001
----------------------------
Ludvik F. Koci
</TABLE>


                                       5
<PAGE>   7
                                  EXHIBIT INDEX

Exhibit
Number                            Description
-------                           -----------

5.1             Opinion of Hogan & Hartson L.L.P. regarding the legality of the
                securities being registered (filed herewith).
15.1            Letter regarding Unaudited Interim Financial Information (filed
                herewith).
23.1            Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
23.2            Consent of Arthur Andersen LLP (filed herewith).
24.1            Power of Attorney (included on signature page).



                                       6
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{"company-data": {"conformed-name": "WABASH NATIONAL CORP /DE", "cik": "0000879526", "assigned-sic": "3715", "irs-number": "521375208", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54714", "film-number": "1520655"}, "business-address": {"street1": "1000 SAGAMORE PKWY S", "street2": "P O BOX 6129", "city": "LAFAYETTE", "state": "IN", "zip": "47905", "phone": "7654481591"}, "mail-address": {"street1": "1000 SAGAMORE PARKWAY SOUTH", "street2": "P O BOX 6129", "city": "LAFAYETTE", "state": "IN", "zip": "47905"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2001

                                                 Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           WABASH NATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   52-1375208
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

                           1000 Sagamore Parkway South
                            Lafayette, Indiana 47905
                                 (765) 771-5300
                                 --------------
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

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

        WABASH NATIONAL CORPORATION 2000 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the Plan)

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

                                Donald J. Ehrlich
          Chief Executive Officer, President and Chairman of the Board
                           Wabash National Corporation
                           1000 Sagamore Parkway South
                            Lafayette, Indiana 47905
                                 (765) 771-5300

 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                             Michael J. Silver, Esq.
                             Hogan & Hartson L.L.P.
                            111 South Calvert Street
                            Baltimore, Maryland 21202
                                 (410) 659-2700

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

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                               AMOUNT       PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES                 TO BE         OFFERING PRICE      AGGREGATE OFFERING   REGISTRATION
             TO BE REGISTERED                REGISTERED      PER SHARE (1)           PRICE (1)           FEE (1)
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01  per share      2,000,000        $10.406250            $20,812,500         $5,203.13
------------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the amount of the registration
fee, based on the average of the high and low prices per share of Wabash
National Corporation common stock, par value $.01 per share, on January 24,
2001, as traded on the New York Stock Exchange.

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

                                                Exhibit Index Appears on page 6.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933 (the "Securities Act"). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission"). These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  Wabash National Corporation (the "Company") hereby
incorporates by reference into this registration statement the following
documents filed by it with the Commission:

                  (a)   The Registrant's Form 10-K for the fiscal year ended
                        December 31, 1999;

                  (b)   Quarterly reports on Form 10-Q for the quarters ended
                        March 31, 2000, June 30, 2000, and September 30, 2000
                        filed with the SEC on May 15, 2000, August 14, 2000, and
                        November 14, 2000, respectively;

                  (c)   Current report on Form 8-K filed with the SEC on January
                        30, 2001; and

                  (d)   The description of the Company's Common Stock, $.01 par
                        value per share ("Common Stock"), contained in the
                        Registrant's Registration Statement on Form 8-A filed
                        with the Commission on October 14, 1991, including any
                        amendments or report filed with the SEC for the purpose
                        of updating such description.

                  In addition, all documents and reports filed by the Company
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents or reports. 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
subsequent filed document 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 of this registration statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  A description of the Registrant's common stock, par value $.01
per share, is incorporated by reference under Item 3.
3

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law authorizes
a court to award, or a corporation's board of directors to grant, indemnity to
directors and officers under certain circumstances for liabilities incurred in
connection with their activities in such capacities (including reimbursement for
expenses incurred). Article TENTH of the Registrant's Certificate of
Incorporation provides that the Registrant will indemnify its directors and
officers to the fullest extent permitted by law and that directors shall not be
liable for monetary damages to the Registrant or its stockholders for breach of
fiduciary duty, except to the extent not permitted under Delaware General
Corporation Law.

                   *                   *                   *

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, 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.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

                  Exhibit
                  Number      Description
                  -------     -----------

                  5.1         Opinion of Hogan & Hartson L.L.P. regarding the
                              legality of the shares being registered (filed
                              herewith).

                  15.1        Letter regarding Unaudited Interim Financial
                              Information (filed herewith).

                  23.1        Consent of Hogan & Hartson L.L.P. (included in
                              Exhibit 5.1).

                  23.2        Consent of Arthur Andersen LLP (filed herewith).

                  24.1        Power of Attorney (included on signature page).

ITEM 9.           UNDERTAKINGS.

                  (a)      The undersigned Registrant hereby undertakes:

                                       2
4

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

                                (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
                                the registration statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the registration statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high end of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than a 20 percent change in
                                the maximum aggregate offering price set forth
                                in the "Calculation of Registration Fee" table
                                in the effective registration statement;

                                (iii)   To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the registration
                                statement or any material change to such
                                information in the registration statement.

                                Provided, however, that paragraphs (a)(1)(i)
                           and (a)(1)(ii) do not apply if the registration
                           statement is on Form S-3, Form S-8 or Form F-3, and
                           the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished
                           to the Commission by the Registrant pursuant to
                           Section 13 or Section 15(d) of the Securities
                           Exchange Act 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 (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 the
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.

                                       3
5

                  (c) The undertaking concerning indemnification is set forth
under the response to Item 6.

                                       4
6

                                   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 Lafayette, State of Indiana, on this 31st day of
January, 2001.

                           WABASH NATIONAL CORPORATION

                           By:              /s/ DONALD J. EHRLICH
                                ------------------------------------------------
                                Donald J. Ehrlich
                                Chief Executive Officer, President and
                                Chairman of the Board of Directors

                                POWER OF ATTORNEY

                  Know all men by these presents, that each individual whose
signature appears below constitutes and appoints Donald J. Ehrlich, Mark R.
Holden and Michael J. Silver, and each of them as his true and lawful
attorney-in-fact and agent, with power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign a
registration statement (the "Registration Statement") relating to a registration
of shares of common stock on Form S-8 and to sign any and all amendments
(including post-effective amendments) to the Registration Statement, and to file
the same, with all exhibits 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 or substitute, may lawfully
do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                   Title                               Date
         ---------                                   -----                               ----
/s/ DONALD J. EHRLICH                   Chief Executive Officer, President and     January 31, 2001
----------------------------            Chairman of the Board of Directors
Donald J. Ehrlich

/s/ MARK R. HOLDEN                      Vice President, Chief Financial Officer    January 31, 2001
----------------------------            and Director
Mark R. Holden

/s/ RICHARD E. DESSIMOZ                 Vice President and Director                January 31, 2001
----------------------------
Richard E. Dessimoz

/s/ JOHN T. HACKETT                     Director                                   January 31, 2001
----------------------------
John T. Hackett

/s/ E. HUNTER HARRISON                  Director                                   January 31, 2001
----------------------------
E. Hunter Harrison

/s/ LUDVIK F. KOCI                      Director                                   January 31, 2001
----------------------------
Ludvik F. Koci
5
7
                                  EXHIBIT INDEX

Exhibit
Number                            Description
-------                           -----------

5.1             Opinion of Hogan & Hartson L.L.P. regarding the legality of the
                securities being registered (filed herewith).
15.1            Letter regarding Unaudited Interim Financial Information (filed
                herewith).
23.1            Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
23.2            Consent of Arthur Andersen LLP (filed herewith).
24.1            Power of Attorney (included on signature page).

                                       6